Tilaknagar Industries Ltd — Interim / Quarterly Report 2021

Feb 12, 2021

CIN: L15420PN1933PLC133303

Registered Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra-413 720 Corporate Office: 3rd Floor, Industrial Assurance Building, Churchgate, Mumbai, Maharashtra-400 020 Email: investor@tilind.com, Website: www.tilind.com, Phone: +91 22 22831716/18, Fax: +91 22 22046904

Ref: TI/BM/COMP/20-21 February 12, 2021

BSE Limited,	National Stock Exchange of India Ltd.,
The Corporate Relationship Dept,	Exchange Plaza,
st Floor, Phiroze Jeejeebhoy Towers, 1	Bandra - Kurla Complex,
Dalal Street,	Bandra (East),
Mumbai – 400 001.	Mumbai - 400 051.
Scrip Code: 507205	Scrip Code: TI

Dear Sir/Madam,

Sub: Outcome of the Board Meeting

Pursuant to Regulation 30 of the SEBI (LODR) Regulations, 2015, we wish to inform you that the Board of Directors has, in its Meeting held on February 12, 2021, inter-alia, considered and approved:

• (i) The Unaudited Standalone and Consolidated Financial Results of the Company for the quarter and nine months ended December 31, 2020. Copies of the same along with the Limited Review Reports submitted by M/s. Harshil Shah & Company, Statutory Auditors of the Company are enclosed herewith pursuant to the provisions of Regulation 33 of the SEBI (LODR) Regulations, 2015; and
• (ii) the allotment of 151000 equity shares having face value of Rs. 10/- each to the option grantee pursuant to exercise of Employee Stock Option (ESOP) as per details given herein below:

Particulars	ESOP Scheme 2010	ESOP Scheme 2012
No. of shares	51000	100000
Issue price per share(Rs.)	15/-	13/-
Total shares	51000	100000

After the present allotment, the post-issue paid-up equity share capital of the Company has become Rs. 1,25,43,46,030/- divided into 125434603 equity shares having face value of Rs 10/- each.

Please take note that the Meeting commenced at 1.30 p.m. and concluded at 2.50 p.m.

Kindly acknowledge the receipt and take the same on your record.

Thanking you,

Yours faithfully, For Tilaknagar Industries Ltd.

SHEKHAR RAMJEET SINGH Digitally signed by SHEKHAR RAMJEET SINGH Date: 2021.02.12 15:02:30 +05'30'

Shekhar R Singh Company Secretary

Encl: as above

HARSHIL SHAH & COMPANY

Chartered Accountants Phone :- 022 401 39 401

www.caharshilshah.com, E Mail :- info@caharshilshah.com

Limited Review Report on the Un-Audited Quarterly Consolidated Financial Results and Year to Date Results of Tilaknagar Industries Limited pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of Tilaknagar Industries Limited

• 1. We have reviewed the accompanying statement of unaudited consolidated financial results of Tilaknagar Industries Limited (hereinafter referred to as the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") and its associate for the quarter ended December 31, 2020 and the year to date results for the period April 01, 2020 to December 31, 2020 ("Consolidated Statement"), being submitted by the Holding Company pursuant to the requirements of Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing
• 1. This Consolidated Statement, which is the responsibility of the Holding Company's management and approved by the Holding Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Consolidated Statement based on our review.
• 1. We conducted our review of the Consolidated Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations to the extent applicable.

1. This Consolidated Statement includes the results of Holding Company and its following Subsidiaries and Associate:

114, Dimple Aracade, Thakur Complex, Kandivali East, Mumbai 101.

	Holding Company
$\mathbf{1}$	Tilaknagar Industries Ltd
	Subsidiaries:
$\overline{c}$	Prag Distillery (P) Ltd
3	Vahni Distilleries Pvt. Ltd
4	Kesarval Spring Distillers Pvt. Ltd
5	Punjab Expo Breweries Pvt. Ltd
6	Mykingdom Ventures Pvt. Ltd
7	Studd Projects P Ltd
8	Srirampur Grains Pvt. Ltd
9	Shivprabha Sugars Ltd
	Associate:
10	Mason & Summers Marketing Services Pvt. Ltd

• 1. Attention is invited to the following:
• 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. 5 of the consolidated statement.

۰

• b. The Holding Company has not recognised impairment loss on long overdue advances given to certain parties amounting to Rs. 6074.08 lakhs as required by Indian Accounting Standard (Ind AS 109) 'Financial Instruments'. Reference is invited to note no. 6 of the consolidated statement.
• c. The following paragraph in was included in the review report dated February 8, 2021 issued on the unaudited financial results 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. 4 of the Statement which states that the Company has incurred capital expenditure of Rs. 9998.87 lakhs as at December 31, 2020 on expansion 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. The

Company has not tested the said project for impairment loss as per Indian Accounting Standard (Ind AS 36) 'Impairment of Assets'. In absence of sufficient audit evidence, we were unable to determine the amount of impairment in the value of capital work in progress

We draw attention to note no. 5 of the statement which states that there are unsecured overdue trade receivables of Rs. 586.55 lakhs from Andhra Pradesh Beverage Corporation Ltd. The management has not considered any provision for allowance on doubtful trade receivables/expected credit loss 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.

Note no. 4 and 5 of Prag as described above is reproduced as note no. 8 and 9 to the consolidated statement respectively.

1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review report of the other auditors referred to in paragraph 11 below and except for the possible effects of the matters described in paragraph 5 above, nothing has come to our attention that causes us to believe that the accompanying Consolidated Statement prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement.

1

1. The following paragraph in respect of material uncertainty related to going concern was included in the review report dated February 8, 2021 issued on the unaudited financial results 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. 5 of the statement which states that the Company has incurred a net loss during the quarter and the business operations have been scaled down significantly. The Company has accumulated losses of Rs. 1645.59 lakhs and its net worth has been fully eroded as at December 31, 2020. 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 statement of the Company has been prepared on a going concern basis for the reasons stated in the said Note. Our conclusion is not modified in respect of this matter.

Note no. 5 of Punjabexpo as described above is reproduced as note no. 7 to the consolidated statement. Our conclusion is not modified in respect of this matter.

1. The following paragraph in respect of Material uncertainty related to going concern was included in the review report dated February 8, 2021 issued on the unaudited financial results 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. 4 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). Further the Company has incurred net loss during the quarter and nine months ended December 31, 2020 and as of that date the business has ceased completely and there are defaults in repayment of bank loans. 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. 4 of Prag as described above is reproduced as note no. 8 to the consolidated statement. Our conclusion is not modified in respect of this matter.

1. The following Emphasis of matter was included in the audit report dated February 8, 2021 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. 6 of the statement regarding the pending litigation between the Company and DCB Bank wherein the outcome of the matter is uncertain. Our conclusion is not modified in respect of this matter.

Note no. 6 of Prag as described above is reproduced as note no. 10 to the consolidated statement. Our conclusion is not modified in respect of this matter.

• 1. We draw attention to note no. 11 of the Consolidated statement which describes the assessment made by the management of the Holding Company that no material uncertainty exists on the Group's ability to continue as a Going concern despite the loss incurred during the year to date results for the period April 01, 2020 to December 31, 2020 and erosion of Net worth and that the going concern assumption is appropriate in preparation of the statement. Our conclusion is not modified in this matter.
• We did not review the interim financial statements/ information of 8 $11. a.$ subsidiaries included in the consolidated whose Ind AS financial statements include total revenue of Rs. 257.29 lakhs and total loss (net) of Rs. 1438.98 lakhs including other comprehensive income for the year to date results for the period April 01, 2020 to December 31, 2020 as considered in the consolidated unaudited financial results. These interim financial information have been reviewed by other auditors whose reports have been furnished to us by the Management, and our conclusion on the Consolidated statement insofar as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the reports of such auditors and the

procedure performed by us as stated above. Our conclusion is not modified in respect of the above matter.

The Consolidated statement also include Group's share of loss/ profit Rs. Nil b. for the quarter and nine months ended December 31, 2020 as considered in the Consolidated statement in respect of 1 associate whose financial results have not been audited by us. The Financial information of the associate is not available and the Group has provided its share of loss to the extent of the Investment. According to the information and explanation given to us by the management this financial information are not material to the Group. Our conclusion is not modified in respect of the above matter.

ÿ

For Harshil Shah & Company Chartered Accountants ICAI Firm Reg. No.141179W

SHA

FIRM

REGN. NO 141179W Harshil Shah Partner Membership No.124146

Place: Mumbai Date: February 12, 2021 ICAI UDIN: 21124146AAAAAX2005

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: investor@tilind.com; Website: www.tilind.com; Phone: +91 22 22831716/18; Fax: +91 22 22046904

	Statement of Consolidated Unaudited Financial Results for the Quarter and Nine Months ended December 31, 2020
	Particulars		Quarter ended Nine Months ended				Previous Year
		31.12.2020	30.09.2020	31.12.2019	31.12.2020	31.12.2019	31.03.2020
		Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
I	Revenue from operations	43,126.70	35,987.81	39,928.70	97,657.26	1,13,668.68	1,48,345.79
II	Other Income	76.14	300.91	240.26	407.68	480.10	2,994.22
III	Total Income (I + II)	43,202.84	36,288.72	40,168.96	98,064.94	1,14,148.78	1,51,340.01
	IV Expenses
	(a) Cost of materials consumed	8,761.79	6,753.85	8,877.84	18,840.97	25,235.26	32,108.21
	(b) Purchases of stock-in-trade	-	-	-	-	-	-
	(c) Changes in inventories of finished goods, stock-in-trade and work-in-progress	(465.02)	(451.49)	(586.35)	(1,793.40)	1,452.05	3,112.09
	(d) Excise duty	26,364.37	22,747.28	23,533.62	62,016.21	63,997.61	83,063.01
	(e) Employee benefits expense	633.74	751.09	685.85	2,074.24	2,329.98	2,960.03
	(f) Finance costs	1,847.70	1,654.35	4,926.10	5,225.71	14,199.27	12,893.28
	(g) Depreciation and amortization expense	834.21	836.86	826.76	2,501.96	2,474.21	3,298.13
	(h) Other expenses	5,614.63	4,266.26	5,639.22	12,134.02	15,492.53	32,296.67
	Total expenses	43,591.42	36,558.20	43,903.04	1,00,999.71	1,25,180.91	1,69,731.42
V	Profit/(Loss) before exceptional items and tax (III-IV)	(388.58)	(269.48)	(3,734.08)	(2,934.77)	(11,032.13)	(18,391.41)
	VI Exceptional items	-	-	-	-		45,518.35
	VII Profit/(Loss) Before Tax (V+/-VI)	(388.58)	(269.48)	(3,734.08)	(2,934.77)	(11,032.13)	27,126.94
	VIII Tax Expense
	(a) Current tax	-	-	11.55	-	11.55	0.62
	(b) Taxes for Earlier Years	-		-	3.21		120.34
	(c) Deferred tax	-	-	-	-	33.22	33.22
	Total tax expense	-	-	11.55	3.21	44.77	154.18
	IX Profit/(Loss) for the period before share of Profit/(Loss) of associate (VII-VIII)	(388.58)	(269.48)	(3,745.63)	(2,937.98)	(11,076.90)	26,972.76
X	Share of Profit/(Loss) of associate	-	-	-	-	-	-
	XI Profit/(Loss) for the period (IX+X)	(388.58)	(269.48)	(3,745.63)	(2,937.98)	(11,076.90)	26,972.76
	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	(2.81)	(2.15)	(5.06)	(8.42)	(13.87)	(13.85)
	(ii) Tax on above	-	-	-	-	-	-
	(b) Items that will be reclassified to Profit & Loss	-	-	-	-	-	-
	Total Other Comprehensive Income/(Loss) for the period [(a) +(b)]	(2.81)	(2.15)	(5.06)	(8.42)	(13.87)	(13.85)
	XIII Total Comprehensive Income/(Loss) for the period (XI+XII)	(391.39)	(271.63)	(3,750.69)	(2,946.40)	(11,090.77)	26,958.91
	XIV Profit/Loss for the period attributable to
	(a) Owners of the Company	(388.58)	(269.48)	(3,745.63)	(2,937.98)	(11,076.90)	26,972.76
	(b) Non-Controlling Interests	-	-	-	-		-
	XV Other Comprehensive Income/(Loss) for the period attributable to
	(a) Owners of the Company	(2.81)	(2.15)	(5.06)	(8.42)	(13.87)	(13.85)
	(b) Non-Controlling Interests	-	-	-	-	-	-
	XVI Total Comprehensive Income/(Loss) for the period attributable to
	(a) Owners of the Company	(391.39)	(271.63)	(3,750.69)	(2,946.40)	(11,090.77)	26,958.91
	(b) Non-Controlling Interests	-	-	-	-	-	-
	XVII Paid-up equity share capital (Face value of Rs. 10/- per Share)	12,528.36	12,513.38	12,513.38	12,528.36	12,513.38	12,513.38
	XVIII Reserves as per Balance Sheet of Previous Accounting Year						(14,250.66)
	XIX Earnings Per Equity Share of Rs. 10 /- each (not annualized)
	(a) Basic (Rs.)	(0.31)	(0.22)	(2.99)	(2.35)	(8.85)	21.56
	(b) Diluted (Rs.)	(0.31)	(0.22)	(2.99)	(2.35)	(8.85)	21.49

Notes :

• 1 The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its Meeting held on February 12, 2021 and have been subjected to a limited review by the Statutory Auditors.
• 2 The above results have been prepared in accordance with recognition and measurement principles laid down in the IND-AS 34 : Interim Financial Reporting prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India.
• 3 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.
• 4 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 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 The Company had applied to the State government authorities for dual feed permission for manufacture of ENA through molasses as well as grain at one of its ENA Plants. Permission has been received for operating the fermentation section till September 02, 2021. 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.
• 6 In lieu of advances given to certain body corporates amounting to Rs. 6,074.08 lacs, the Company had received land from their holding company. The land received has been registered in the name of the Company. The advances have not been adjusted against the dues to the said holding company pending completion of the merger formalities of the said body corporates with their holding company. In view of this, the management believes that no provision is considered necessary in the books of accounts.
• 7 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 the PunjabExpo. Moreover, the PunjabExpo is also in the process of rationalization of its administrative overheads the effect of which is expected in the last quarter of 2020-21.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") has ordered for liquidation of Prag Distillery (P) Ltd, wholly owned subsidiary of the Company ("Prag"), vide its order No. MA 309/2018 in CP1067/ 2017 dated July 26, 2018, as a going concern. The Official Liquidator having initiated the preliminary process of liquidation of Prag as a going concern and has sought for further directions from NCLT in the matter, which is still awaited. Tilaknagar Industries Ltd (TI), the holding company of Prag has offered the two financial creditors, of Prag i.e. Standard Chartered Bank (SCB) & DCB Bank to settle their dues on behalf of Prag and an agreement dated 17th November, 2020 between TI & SCB has been entered under which SCB has agreed to accept a sum of USD 20,00,000 in 6 instalments, in lieu of full and final settlement of its dues. Two instalments have already been paid by TI on 31st December, 2020 & 25th January, 2021. TI is also in discussions with DCB bank and the Operational creditors of Prag for the settlement. Meanwhile the Liquidator has filed a miscellaneous application at NCLT, Mumbai for seeking directions to start the production at Prag. Hence, the accounts of Prag have been prepared on a going concern basis. The impairment, if any, of the project undertaken by Prag in earlier years will be considered on completion of the liquidation process/ final settlement as the case may be, as the recoverable value is not currently ascertainable.
• 9 Trade Receivables of Prag Distillery (P) Ltd, wholly owned subsidiary of the Company ("Prag"), include Rs. 586.55 lacs ( March 31, 2020 Rs. 586.55 lacs) receivable from Andhra Pradesh Beverage Corporation Ltd. towards sale of IMFL made by the Company in 2018-2019 and 2019-2020. Prag, through the Liquidator is in the process of filing an application with National Company Law Tribunal for approval 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.
• 10 Prag Distillery (P) Ltd, wholly owned subsidiary of the Company ("Prag"), has filed an application with the Hon'ble National Company Law Tribunal seeking reversal of interest debited by DCB Bank during the Corporate Insolvency Resolution Process. The Hon'ble National Company Law Tribunal Had directed DCB Bank to reverse the interest debited. The said order has been appealed against by DCB bank with the Hon'ble National Company Law Appellate Tribunal and later with the Hon'ble Supreme Court of India, where the matter is currently pending. Prag has also filed a Miscellaneous Application to the Hon'ble National Company Law Tribunal against DCB Bank Ltd., seeking removal of the lien marked on the bank account with DCB Bank and an order declaring the realisation/enforcement of security interest of DCB Bank Ltd. as null and void. The said application is pending before the National Company Law Tribunal for further arguments.
• 11 The erosion of the net worth of the Group has been substantially recovered in the previous financial year and the negative networth stands at Rs 4,610.61 lacs as at December 31, 2020. This is due to write back debt resulting from compromise settlements with banks and entering into agreement, during the quarter ended March 31, 2020 with Edelweiss Asset Reconstruction Company Limited ("EARC") acting as Trustee on behalf of Trusts in favour of whom some of the lender Banks and Financial Institution have assigned all the rights, title and interests in financial assistances granted by them to the Company with respect to restructuring of the debts owed to it by the Company. The compromise settlements and restructuring agreement have significantly reduced the debt burden and consequential finance cost thereon, the benefit whereof will continue to accrue in the years to come. The Group has initiated the process of cost reduction, changes in business strategy and rationalisation of manpower which will strengthen its financial position.

In spite of the country wide lockdown due to the global pandemic affecting the operations in the first two months of the current financial year, ever since the staggered resumption of operations, sales have started stabilising across the country with certain southern states showing substantial growth and is expected to match the yearly estimates resulting in improved operational performance of the business in terms of sales, market share and margins. 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 Group'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.

12 Impact of COVID-19:

Nationwide lockdown imposed by the Government of India, w.e.f. 24th March 2020 due to the COVID -19 pandemic, has been lifted in a phased manner, as per the MHA guidelines. Accordingly, the Group's entire operations including bottling facilities have become operational with necessary safety measures. The impact of COVID-19 in Q3 F.Y. 2020-2021 on financial results have been marginalised. The Group is having sufficient liquidity and demand for its products to continue its operations. However, the Group will continue to closely monitor any material changes, looking at future economic conditions

• 13 The Standlone and Consolidated unaudited financial results of the Company for the quarter and nine months ended December 31, 2020 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 The previous period figures have been regrouped and reclassified wherever necessary.

By Order of the Board For Tilaknagar Industries Ltd.

AMIT DAHANUK AR Digitally signed by AMIT DAHANUKAR Date: 2021.02.12 15:03:56 +05'30'

Place: Mumbai

Amit Dahanukar Chairman & Managing Director Date : February 12, 2021 (DIN: 00305636)

HARSHIL SHAH & COMPANY

Chartered Accountants

Phone :- 022 401 39 401 www.caharshilshah.com, E Mail :- info@caharshilshah.com

Limited Review Report on the Un-Audited Quarterly Standalone Financial Results and Year to Date Results of Tilaknagar Industries Limited pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of Tilaknagar Industries Limited

• 1. We have reviewed the accompanying statement of unaudited standalone financial results of Tilaknagar Industries Limited ("the Company") for the quarter ended December 31, 2020 and the year to date results for the period April 01, 2020 to December 31, 2020 ("the Statement"), being submitted by the company pursuant to the requirement of Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').
• 1. This Statement, which is the responsibility of the Company's management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, as amended read with relevant rues issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and an analytical procedure applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. Attention is invited to the following:
• The Company has not carried out impairment analysis of one of the ENA plants a. 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. 4 of the standalone statement.
• The company has not recognised provision for impairment of long overdue $\mathbf{b}$ . advances given to certain parties amounting to Rs. 6074.08 lakhs as required by Indian Accounting Standard (Ind AS 109) 'Financial Instruments'. Reference is invited to note no. 5 of the standalone statement.
• The National Company Law Tribunal ("NCLT") has ordered for liquidation of c. Prag Distillery (P) Ltd ("Prag") wholly owned subsidiary of the Company, vide

its order No. MA 309/2018 in CP1067/ 2017 dated July 26, 2018. However, the Company has not made impairment provision for equity investment of Rs. 1543.35 lakhs in Prag as required by Indian Accounting Standard (Ind AS 36) 'Impairment of assets'. Reference is invited to note no. 6 of the standalone statement.

d. PunjabExpo Breweries Private Limited ("Punjabexpo") wholly owned subsidiary of the Company, has incurred net loss during the quarter and due to accumulated losses, the net worth is negative. Despite adverse financial condition, the Management has not recognised provision for impairment in equity investment of Rs. 1080.39 lakhs, loans given of Rs. 565.84 lakhs and advances given of Rs. 3488.74 lakhs to Punjabexpo as required by Indian Accounting Standard (Ind AS 36) 'Impairment of assets'. Reference is invited to note no. 7 of the standalone statement.

The above matters were also qualified in our report on the audited financial results for the quarter and year ended March 31, 2020.

1. Based on our review conducted and procedures performed as stated above, except for the possible effects for the matters described in paragraph 4 above. nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other recognised accounting practices and policies generally accepted in India has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement.

2. We draw attention to note no. 8 of the standalone statement which describes the assessment made by the management of the Company that no material uncertainty exists on the Company's ability to continue as a Going concern despite the loss incurred during the year to date results for the period April 01, 2020 to December 31, 2020 and erosion of Net worth and that the going concern assumption is appropriate in preparation of the statement. Our conclusion is not modified in this matter.

For Harshil Shah & Company Chartered Accountants ICAI Firm Reg. No.1411790 FIRM REGN, NO 141179W Harshil Shah Partner Membership No.124146

Place: Mumbai Date: February 12, 2020 ICAI UDIN: 21124146AAAAAW9254

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: investor@tilind.com; Website: www.tilind.com; Phone: +91 22 22831716/18; Fax: +91 22 22046904

	(Rs. in Lakhs except EPS)
	Statement of Standalone Unaudited Financial Results for the Quarter and Nine Months ended December 31, 2020
	Particulars	Quarter ended			Nine Months ended		Previous Year
		31.12.2020	30.09.2020	31.12.2019	31.12.2020	31.12.2019	31.03.2020
		Unaudited	Unaudited	Unaudited	Unaudited	Unaudited	Audited
I	Revenue from Operations	43,126.70	35,987.81	39,765.07	97,657.26	1,13,259.95	1,47,918.39
II	Other Income	99.42	299.59	230.97	426.44	432.12	1,864.84
III	Total Income (I + II)	43,226.12	36,287.40	39,996.04	98,083.70	1,13,692.07	1,49,783.23
IV	Expenses
	(a) Cost of materials consumed	8,762.02	6,753.85	8,871.12	18,841.20	26,761.84	32,086.37
	(b) Purchases of stock-in-trade	-	-	-	-	-	-
	(c) Changes in inventories of finished goods, stock-in-trade and work-in-progress	(465.26)	(451.49)	(598.20)	(1,793.64)	(331.45)	2,857.72
	(d) Excise duty	26,364.37	22,747.28	23,533.62	62,016.21	63,997.61	83,063.01
	(e) Employee benefits expense	403.05	487.87	467.29	1,335.99	1,526.23	1,897.80
	(f) Finance costs	1,586.70	1,551.65	4,830.42	4,759.68	13,919.68	12,508.30
	(g) Depreciation and amortization expense	790.99	790.67	782.15	2,368.52	2,338.54	3,118.90
	(h) Other expenses	5,696.06	4,256.57	5,686.20	12,214.05	15,484.00	28,892.00
	Total Expenses	43,137.93	36,136.40	43,572.60	99,742.01	1,23,696.45	1,64,424.10
V	Profit/(Loss) Before Exceptional Items And Tax (III-IV)	88.19	151.00	(3,576.56)		(1,658.31) (10,004.38)	(14,640.87)
VI	Exceptional Items	-	-	-	-	-	45,518.35
VII	Profit/(Loss) Before Tax (V+/-VI)	88.19	151.00	(3,576.56)		(1,658.31) (10,004.38)	30,877.48
VIII	Tax Expense
	(a) Current tax	-	-	-	-	-	-
	(b) Taxes for Earlier Years	-		-	1.33	-	85.48
	(c) Deferred tax	-	-	-	-	-	-
	Total Tax Expense	-	-	-	1.33	-	85.48
IX	Profit/(Loss) For The Period (VII-VIII)	88.19	151.00	(3,576.56)		(1,659.64) (10,004.38)	30,792.00
X	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	(3.53)	(3.52)	(2.28)	(10.57)	(6.25)	(14.09)
	(ii) Deferred tax on remeasurement gain /(loss) in respect of defined benefit plans	-	-	-	-	-	-
	(b) Items that will be reclassified to Profit & Loss	-	-	-	-	-	-
	Total Other Comprehensive Income/(Loss) For The Period [(a) +(b)]	(3.53)	(3.52)	(2.28)	(10.57)	(6.25)	(14.09)
XI	Total Comprehensive Income/(Loss) For The Period (IX+X)	84.66	147.48	(3,578.84)		(1,670.21) (10,010.63)	30,777.91
XII	Paid-up Equity Share Capital (Face value of Rs. 10/- per Share)	12,528.36	12,513.38	12,513.38	12,528.36	12,513.38	12,513.38
XIII	Reserves as per Balance Sheet of Previous Accounting Year						(14,888.03)
XIV	Earnings Per Equity Share of Rs. 10 /- Each (not annualized)
	(a) Basic (Rs.)	0.07	0.12	(2.86)	(1.33)	(7.99)	24.61
	(b) Diluted (Rs.)	0.07	0.12	(2.86)	(1.33)	(7.99)	24.53

Notes :

1 The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its Meeting held on February 12, 2021 and have been subjected to a limited review by the Statutory Auditors.

:: 2 ::

• 2 The above results have been prepared in accordance with recognition and measurement principles laid down in the IND-AS 34 : Interim Financial Reporting prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India.
• 3 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 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.
• 4 The Company had applied to the State government authorities for dual feed permission for manufacture of ENA through molasses as well as grain at one of its ENA Plants. Permission has been received for operating the fermentation section till September 02, 2021. 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.
• 5 In lieu of advances given to certain body corporates amounting to Rs. 6,074.08 lacs, the Company had received land from their holding company. The land received has been registered in the name of the Company. The advances have not been adjusted against the dues to the said holding company pending completion of the merger formalities of the said body corporates with their holding company. In view of this, the management believes that no provision is considered necessary in the books of accounts.
• 6 The National Company Law Tribunal("NCLT") has ordered for liquidation of Prag Distillery (P) Ltd, wholly owned subsidiary of the Company ("Prag"), vide its order No. MA 309/2018 in CP1067/ 2017 dated July 26, 2018, as a going concern. The Official Liquidator having initiated the preliminary process of liquidation of Prag as a going concern and has sought for further directions from NCLT in the matter, which is still awaited. Tilaknagar Industries Ltd (TI), the holding company of Prag has offered the two financial creditors, of Prag i.e. Standard Chartered Bank (SCB) & DCB Bank to settle their dues on behalf of Prag and an agreement dated 17th November, 2020 between TI & SCB has been entered under which SCB has agreed to accept a sum of USD 20,00,000 in 6 instalments, in lieu of full and final settlement of its dues. Two instalments have already been paid by TI on 31st December, 2020 & 25th January, 2021. TI is also in discussions with DCB bank and the Operational creditors of Prag for the settlement. Meanwhile the Liquidator has filed a miscellaneous application at NCLT, Mumbai for seeking directions to start the production at Prag. The impairment, if any, of the equity investment in Prag will be considered on completion of the liquidation process/ final settlement as the case may be.
• 7 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 the PunjabExpo. Moreover, the PunjabExpo is also in the process of rationalization of its administrative overheads the effect of which is expected in the last quarter of 2020-21.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 management believes that no provision for impairment in equity investment, loans and advances given are required.
• 8 The erosion of the net worth of the Company has been substantially recovered in the previous financial year and the negative networth stands at Rs 3,971.79 lacs as at December 31, 2020. This is due to write back of debt resulting from compromise settlements with banks and entering into agreement, during the quarter ended March 31, 2020 with Edelweiss Asset Reconstruction Company Limited ("EARC") acting as Trustee on behalf of Trustsin favour of whom some of the lender Banks and Financial Institution have assigned all the rights, title and interests in financial assistances granted by them to the Company with respect to restructuring of the debts owed to it by the Company. The compromise settlements and restructuring agreement have significantly reduced the debt burden and consequential finance cost thereon, the benefit whereof will continue to accrue in the years to come. The Company has initiated the process of cost reduction, changes in business strategy and rationalisation of manpower which will strengthen its financial position.

In spite of the country wide lockdown due to the global pandemic affecting the operations in the first two months of the current financial year, ever since the staggered resumption of operations, sales have started stabilising across the country with certain southern states showing substantial growth and is expected

to match the yearly estimates resulting in improved operational performance of the business in terms of sales, market share and margins. 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 Company'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.

9 Impact of COVID-19:

Nationwide lockdown imposed by the Government of India, w.e.f. 24th March 2020 due to the COVID -19 pandemic, has been lifted in a phased manner, as per the MHA guidelines. Accordingly, the Comany's entire operations including bottling facilities have become operational with necessary safety measures. The impact of COVID-19 in Q3 F.Y. 2020-2021 on financial results have been marginalised. The Company is having sufficient liquidity and demand for its products to continue its operations. However, the Company will continue to closely monitor any material changes, looking at future economic conditions

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

By Order of the Board For Tilaknagar Industries Ltd.

AMIT DAHANUKAR Digitally signed by AMIT DAHANUKAR Date: 2021.02.12 15:04:30 +05'30'

Amit Dahanukar Chairman & Managing Director Date : February 12, 2021 (DIN: 00305636)