Tilaknagar Industries Ltd — Major Shareholding Notification 2025

Dec 12, 2025

AMIT DAHANUKAR

Digitally signed by AMIT DAHANUKAR Date: 2025.12.01 20:24:35 +05'30'

Disclosure by the Promoter(s) to the Stock Exchanges and to the Target Company for encumbrance of shares / invocation of encumbrance/ release of encumbrance, in terms of Regulation 31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

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Name of the Target Company (TC) Tilaknagar Industries Limited
Names of the Stock Exchanges where the shares of the target company are listed 1. 2. National Stock Exchange of India Limited and
3. BSE Limited
Date of reporting December 01, 2025
Name of the promoter or PAC on whose shares encumbrance has been Amit Dahanukar on behalf of entire Promoter Group
created/released/invoked
Details of the creation/invocation/release of encumbrance:
Name of Promoter holding in the target Promoter Details of events pertaining to encumbrance (3) Post event
the company (1) holding already holding of
promoter encumbered (2) encumbered
(s) shares
or {creation [(2)
PACs + (3)] /
with release [(2)-
him (3)] /
invocation [(2)-
(3)]}
No. of % of total % w.r.t No. of % of total Type of Date of Type of Reasons No. of shares % of Name of the No. of % of
shares share diluted shares share event creation/ encumbranc for total entity in shares total
capital share capital (creation invocation e (pledge/ encumber share whose favor share
capital / release release of lien/ non -rance capital shares capital
/ encumbra disposal encumbered
invocatio nce undertaking/
n) others)
Amit 2,68,44,552 12.89 10.50 - - Creation 20/11/2025 Non- As per 2,68,44,552 12.89 Catalyst 2,68,44,552 12.89
Dahanukar Disposal note Trusteeship
Undertaking below Limited
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Shivani 3,29,76,043 15.84 12.90 75,00,000 3.60 Creation 20/11/202 Pledge Pledge of Avendus
Amit 5 shares for 15,70,000 0.75 Finance
Dahanukar loan Private
Limited 1,87,17,95 8.99
8
Creation 20/11/202 Non- As per note 96,47,958 4.63 Catalyst
5 Disposal below Trusteeship
Undertaking Limited
Priyadarshi 5,38,281 0.26 0.21 - - Creation 20/11/202 Non- As per note 0.26 Catalyst 5,38,281 0.26
ni A 5 Disposal below 5,38,281 Trusteeship
Dahanukar Undertaking Limited
Anupama 4,57,623 0.22 0.18 - - Creation 20/11/202 Non- As per note 0.22 Catalyst 4,57,623 0.22
Arun 5 Disposal below 4,57,623 Trusteeship
Dahanukar Undertaking Limited
Arunoday 71,34,330 3.43 2,79 - - Creation 20/11/202 Non- As per note 3.43 Catalyst 71,34,330 3.43
Investment 5 Disposal below 71,34,330 Trusteeship
s Private Undertaking Limited
Limited
M L 95,07,631 4.57 3.72 - - Creation 20/11/202 Non- As per note 4.57 Catalyst 95,07,631 4.57
Dahanukar 5 Disposal below 95,07,631 Trusteeship
and CO Undertaking Limited
Private
Limited
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Notes:

• a) In relation to the financing arrangements of the Target Company (“Relevant Facility”), Mr. Amit Dahanukar has executed an undertaking in favour of Catalyst Trusteeship Limited (the “Common Security Trustee”) on 20 November 2025 (“Relevant Undertaking”). Catalyst Trusteeship Limited is acting as the common security trustee for the lenders of the Relevant Facility which are currently, ICICI Bank Limited, JPMorgan Chase Bank, N.A., Kotak Mahindra Bank Limited, Avendus Finance Private Limited, Poonawalla Fincorp Limited and Piramal Finance Limited.

• b) Pursuant to the terms of the Relevant Undertaking, Mr. Amit Dahanukar has agreed: (a) that he along with Mrs. Shivani Amit Dahanukar, Ms. Priyadarshini Dahanukar, Mrs. Anupama Dahanukar, ML Dahanukar and Company Private Limited and Arunodoy Investments Private Limited will maintain at least 26% shareholding in the Target Company on a fully diluted basis, (b) Mr. Amit Dahanukar will refrain from creating any encumbrance over their shares except for acquisition-related financing, (c) Mr. Amit Dahanukar will continue to be a director on the board of the Target Company and retain control of the Target Company, and (d) Mr. Amit Dahanukar will not transfer or restructure ownership of his shares, without the prior consent of the lenders of the Relevant Facility. Any breach of the terms of the Relevant Undertaking: (i) will trigger a mandatory prepayment of the Relevant Facility; and (ii) will also be an event of default under the terms of the Relevant Facility . The Promoters are in the process of executing the current NDU with the appropriate authorities.

• c) We request you to note that although the promoter and promoter group companies have given non-disposal undertaking, there is no pledge on the said equity shares held by the promoter and promoter group Companies. The promoter and promoter group companies have created encumbrance by furnishing undertakings as detailed above.

• d) Mrs. Shivani Amit Dahanukar has created a pledge of 15,70,000 equity shares of Tilaknagar Industries Ltd.

Signature of the Authorised Signatory

AMIT Digitally signed by AMIT DAHANUKAR DAHANUKAR Date: 2025.12.01 20:25:03 +05'30'

Date: December 01, 2025 Place: Mumbai

Annexure – II

Format for disclosure of reasons for encumbrance

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Name of listed company Tilaknagar Industries Limited
Name of the recognized stock exchanges where the shares of the company are 1. National Stock Exchange of India Limited
listed 2. BSE Limited
Total promoter shareholding in the listed company 7,74,58,460 and 37.20%
Encumbered shares as a % of promoter shareholding * 81.59%
Whether encumbered share is 50% or more of promoter shareholding Yes
Whether encumbered share is 20% or more of total share capital Yes
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DETAILS OF ALL THE EXISTING EVENTS/ AGREEMENTS PERTAINING TO ENCUMBRANCE

		Encumbrance 1 (Date of creation of encumbrance: 20.11.2025)
Type of encumbrance (pledge, lien, negative lien, non-disposal undertaking etc. or any other covenant, transaction, condition or arrangement in the nature of encumbrance)		Non-Disposal Undertaking as per Notes above
No. and % of shares encumbered		Asper above disclosure
Specific details about the encumbrance	Name of the entity in whose favor shares encumbered (X)	Catalyst Trusteeship Limited, acting as the common security trustee for the lenders of the Relevant Facility which are currently, ICICI Bank Limited, JPMorgan Chase Bank, N.A., Kotak Mahindra Bank Limited, Avendus Finance Private Limited,Poonawalla FincorpLimited and Piramal Finance Limited
	Whether the entity X is a scheduled commercial bank, public financial institution, NBFC or housing finance company If No, provide the nature of the business of the entity.	No, the entity is a trusteeship company, acting for and on behalf of the lenders as per the Notes above.
	Names of all other entities in the agreement	Listed company and its group companies (if any) 1. Tilaknagar Industries Limited Other entities (if any) 1. Catalyst TrusteeshipLimited
	Whether the encumbrance is relating to any debt instruments viz. debenture, commercial paper, certificate of deposit etc. If yes, provide details about	NA

	the instrument including **credit rating. **
Security Cover / Asset Cover	Value of shares on the date of event/ agreement(A)	Refer Notes above
	Amount involved (against which shares have been encumbered) (B)
	Ratio of A/ B
End use of money	Borrowed amount to be utilized for what purpose – (a) Personal use by promoters and PACs (b) For the benefit of listed company Provide details including amount, purpose of raising money by listed company, schedule for utilization of amount, repayment schedule etc. (c) Any other reason (please specify)	The amount is to be utilized against acquisition of Imperial Blue Brands of Pernord Ricard India Pvt Ltd

AMIT Digitally signed by DAHANUK AMIT DAHANUKAR Date: 2025.12.11 AR 16:56:14 +05'30'