Tilaknagar Industries Ltd — Proxy Solicitation & Information Statement 2022

Jun 6, 2022

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June 06, 2022

To,

BSE Limited The Corporate Relationship Dept, 1[st] Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001. Scrip Code : 507205

To,

National Stock Exchange of India Ltd Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051. Symbol : TI

Dear Sir/Madam,

Sub: Notice of Extra-Ordinary General Meeting of the Company

We would like to inform that the Extra-Ordinary General Meeting of the Company (“EGM”) is scheduled to be held on Wednesday, June 29, 2022 at 11.00 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) pursuant to the general circulars issued by the Ministry of Corporate affairs and by the Securities and Exchange Board of India (“SEBI”).

Pursuant to the provisions of Regulation 30 and other applicable provisions of the SEBI (LODR) Regulations, 2015, please find enclosed herewith the Notice convening the EGM together with the explanatory statement as has been sent electronically to those Members whose e-mail addresses were registered with the Company or Registrar & Transfer Agent and Depositories as on Friday, June 03, 2022.

The aforesaid Notice is also uploaded on the Company’s website i.e. www.tilind.com.

In compliance with the provisions of Companies Act, 2013 and rules framed thereunder and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has fixed the following dates in connection with the EGM:

Cut-off date to vote on EGM resolutions	Wednesday, June 22, 2022
Commencement of remote e-voting	Sunday, June 26, 2022 at 09.00 a.m. (IST)
Conclusion of remote e-voting	Tuesday, June 28, 2022 at 05.00 p.m. (IST)
EGM	Wednesday, June 29, 2022 at 11.00 a.m.(IST)

We request you to kindly take the above information on record.

Thanking you,

Yours faithfully,

For Tilaknagar Industries Ltd.

DIPTI VARUN Digitally signed by DIPTI VARUN TODKAR TODKAR Date: 2022.06.06 18:14:22 +05'30' Dipti Todkar Company Secretary

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CIN: L15420PN1933PLC133303

Registered Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra-413 720 Corporate Office: 3[rd] 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

NOTICE

NOTICE is hereby given that the Extra-Ordinary General Meeting (EGM) of the Members of Tilaknagar Industries Ltd. ( “the Company” ) will be held on Wednesday, June 29, 2022 at 11.00 a.m. IST through Video Conferencing (‘VC’) or Other Audio-Visual Means (‘OAVM’) to transact the following Special Businesses:

1. ISSUE OF EQUITY SHARES OF THE COMPANY TO INVESTORS ON PREFERENTIAL BASIS

To consider and, if deemed fit, to pass with or without modification(s) the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “ SEBI (ICDR) Regulations ”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “ SEBI Listing Regulations ”), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“ SEBI Takeover Regulations ”) and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India (“ SEBI ”) and the Stock Exchanges where the shares of the Company are listed (“ Stock Exchanges ”), or any other authority / body and enabling provisions in the Memorandum and Articles of Association of the Company and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the Board of Directors of the Company (hereinafter referred to as “ the Board ” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), consent of the Members of the Company be and is hereby accorded to the Board, to create, offer, issue and allot at an appropriate time, in one or more tranches on a preferential basis, 65,97,221 (Sixty-five Lakhs Ninety-seven Thousand Two Hundred and Twenty- one) Equity Shares of face value Rs. 10/- (Rupees Ten Only) each (“Equity Shares”) for cash at a price of Rs. 72/- (including a premium of Rs. 62/- per share) for an amount of Rs. 47,49,99,912/(Rupees Forty-seven crores Forty-nine Lakhs Ninety-nine Thousand Nine Hundred and Twelve only) to Non-Promoters, as per the details mentioned below (“ Proposed Allottees ”), provided that the minimum price of Equity Shares so issued shall not be less than the price arrived at, in accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations for preferential issue on such terms and conditions, as are stipulated in the explanatory statement attached and as Board may deem fit in its absolute discretion:

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Name of the Proposed PAN No. of equity
Allottees shares of Rs. 10/-
each
Mr. Kancharla Chandra AAZPK5378C 13,88,888
Sheker Reddy
S.S Spirits LLP AEGFS5110K 34,72,222
M&S Bottling Company AAHCM6288J 17,36,111
Private Limited
TOTAL 65,97,221
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RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations the “Relevant Date” for the purpose of calculating the floor price for the issue of Equity Shares be and is hereby fixed as Monday, May 30, 2022 being the date 30 days prior to the date of the Extra-Ordinary General Meeting i.e. Wednesday, June 29, 2022;

RESOLVED FURTHER THAT all such Equity Shares to be issued and allotted by the Board shall be subject to the provisions of Memorandum and Article of Association of the Company and shall rank pari passu in all respects including dividend with the existing Equity Shares of the Company;

RESOLVED FURTHER THAT pursuant to the provisions of the Companies Act, 2013, the names of the Proposed Allottees be recorded for the issue of invitation to subscribe to the Equity Shares and a private placement offer cum application letter in Form No. PAS-4 be issued to the Proposed Allottees inviting them to subscribe to the Equity Shares and consent of the Members of the Company be and is hereby accorded to the issuance of the same to the Proposed Allottees;

RESOLVED FURTHER THAT the money received by the Company from the Proposed Allottees with application of the Equity Shares pursuant to this preferential issue be kept by the Company in a separate bank account and the same be utilized after filing the return of allotment as per the Companies Act, 2013;

RESOLVED FURTHER THAT the Equity Shares to be allotted in terms of this resolution be made fully paid up at the time of allotment and be issued in dematerialized form only. Further, the same be subject to lock-in for such period as may be prescribed under Regulation 167 of the SEBI (ICDR) Regulations. The Equity Shares so offered, issued and allotted will be listed on Stock Exchanges where the Equity Shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be;

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution(s), Mr. Amit Dahanukar, Chairman & Managing Director, Mrs. Shivani Amit Dahanukar, Non-Executive Director, Mr. Ajit Sirsat, Chief Financial Officer and Ms. Dipti Todkar, Company Secretary of the Company be and are hereby jointly and severally authorized to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, desirable and expedient for such purpose, including without limitation issuing clarification on the offer, issue and allotment of the Equity Shares, listing of Equity Shares on the Stock Exchanges as per the terms and conditions of SEBI Listing Regulations and other applicable Guidelines, Rules and Regulations, seeking approvals from lenders (where applicable), to execute the necessary documents and enter into contracts, arrangements, agreements (including appointment of agencies, intermediaries and advisor for the Preferential Issue), resolving all questions and doubts that may arise with respect to the offer, issue and allotment of Equity Shares;

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any committee or to one or more Directors or executives of the Company including making necessary filings with the Stock Exchanges and Regulatory Authorities, execution of any document on behalf of the Company , to represent the Company before any governmental authorities and to appoint any Consultants, Professional Advisors and Legal Advisors to give effect to the aforesaid resolution;

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the aforesaid resolutions be and are hereby approved, ratified and confirmed in all respects."

2. ISSUE OF CONVERTIBLE WARRANTS TO INVESTORS ON PREFERENTIAL BASIS

To consider and, if deemed fit, to pass with or without modification(s) the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “ SEBI (ICDR) Regulations ”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “ SEBI Listing Regulations ”), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“ SEBI Takeover Regulations ”) and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India (“ SEBI ”) and the Stock Exchanges where the shares of the Company are listed (“ Stock Exchanges ”), or any other authority / body and enabling provisions in the Memorandum and

Articles of Association of the Company, and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the Board of Directors of the Company (hereinafter referred to as “ the Board ” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), consent of the Members of the Company be and is hereby accorded to the Board, to create, issue, offer and allot, from time to time, in one or more tranches, 52,08,333 (Fifty-two Lakhs Eight Thousand Three Hundred and Thirty- Three) convertible warrants (“ Warrants ”) at a price of Rs. 72/- per Warrant with a right to the Warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each of the Company (“ Equity Shares ”) at a premium of Rs. 62/- per share for each Warrant within a period of 12 (Twelve) months from the date of allotment of the Warrants, for an amount Rs. 37,49,99,976/- (Rupees Thirtyseven crores Forty-nine Lakhs Ninety-nine Thousand Nine Hundred and Seventy-six only) to Non-Promoters, as mentioned below (“ Proposed Allottees ”) for cash and in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations and SEBI Takeover Regulations or other applicable laws and on such terms and conditions as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the Members:

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Name the Proposed PAN No. of convertible
Allottees warrants
Mr. Amireddy Jaipal Reddy ADKPA0483C 34,72,222
S.S Spirits LLP AEGFS5110K 17,36,111
TOTAL 52,08,333
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RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations, the “Relevant Date” for the purpose of calculating the floor price for the issue of Equity Shares be and is hereby fixed as Monday, May 30, 2022 being the date 30 days prior to the date of the Extra-Ordinary General Meeting i.e. Wednesday, June 29, 2022;

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Warrants shall be subject to the following terms and conditions:

• a) Each Warrant shall be convertible into 1 (one) Equity Share of the Company;

• b) The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, be entitled to exercise the right of conversion of Warrants in one or more tranches within a period of 12 (Twelve) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each to the Warrant holders;

• c) An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of allotment and the balance 75% shall be payable by the Warrant holder(s) on the exercise of right of conversion of Warrant(s) into equity shares;

• d) The money received by the Company from the Proposed Allottees for application of the warrants pursuant to this preferential issue be kept by the Company in a separate bank account;

• e) In the event that, a Warrant holder does not exercise the right of conversion of Warrants within a period of 12 (Twelve) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company;

• f) The price determined above and the number of Equity Shares to be allotted on exercise of the right of conversion of Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time;

• g) Apart from the said right of adjustment mentioned in (f) above, the Warrants by themselves, until exercise of the right of conversion of warrants and allotment of Equity Shares, do not give the Warrant holder(s) thereof any rights akin to that of shareholder(s) of the Company;

• h) The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the right of conversion of Warrants from the relevant Stock Exchanges in accordance with the SEBI Listing Regulations and all other applicable laws, rules and regulations;

• i) The Equity Shares so allotted on exercise of the right of conversion of Warrants shall be in dematerialized form only and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects including dividend, with the existing Equity Shares of the Company; and

• j) The Warrants and Equity Shares issued pursuant to the exercise of the right of conversion of Warrants shall be locked-in as prescribed under the SEBI (ICDR) Regulations from time to time.

RESOLVED FURTHER THAT Mr. Amit Dahanukar, Chairman & Managing Director, Mrs. Shivani Amit Dahanukar, Non- Executive Director, Mr. Ajit Sirsat, Chief Financial Officer and Ms. Dipti Todkar, Company Secretary of the Company be and are hereby jointly and severally authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot Equity Shares upon exercise of the right of conversion of Warrants, to issue certificates/ clarifications on the issue and allotment of Warrants and thereafter allotment of Equity Shares further to exercise of the right of conversion of Warrants, effecting any modifications to the aforesaid resolution (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements, memoranda to give effect to the resolutions above (including appointment of agencies, consultants, intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares issued on exercise of the right of conversion of Warrants), including making applications to Stock Exchanges for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies (ROC), National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, seeking approvals from lenders (where applicable), to take all such steps as may be necessary for the admission of the Warrants and Equity Shares (to be issued on exercise of the right of conversion of Warrants) with the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective dematerialized securities account of the proposed allottees, and to delegate all or any of the powers conferred by the aforesaid resolutions on it to any committee of Directors or any Director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, including without limitation in connection with the issue and utilization of proceeds thereof, and take all steps and decisions in this regard.”

By Order of the Board of Directors

Place: Mumbai

Date: May 30, 2022

Dipti Todkar Company Secretary

Registered Office:

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

NOTES

1. The Ministry of Corporate Affairs (the MCA) has vide its General Circular Nos. 14/2020, 17/2020, 20/2020, 2/2021, 2/2022 and 3/2022 dated April 8, 2020, April 13, 2020 May 5, 2020, January 13, 2021 and May 05, 2022 respectively (collectively referred to as the MCA Circulars) and the SEBI Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated May 12, 2020 and January 15, 2021, respectively issued by the Securities and Exchange Board of India (collectively referred to as SEBI Circulars) permitted the holding of the Extra Ordinary General Meeting (“ EGM ”) through Video Conferencing (VC)/Other Audio Visual Means (OAVM) facility without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“ the Act ”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ the SEBI Listing Regulations ”), the SEBI Circulars and MCA Circulars, the EGM of the Company is being held through VC/OAVM facility. The Deemed Venue for the EGM shall be the Registered Office of the Company, i.e. P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra-413 720.

2. The EGM is being held pursuant to the MCA Circulars and the SEBI Circulars, through VC/OAVM facility, therefore physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence, the Proxy Form and Attendance Slip are not annexed to this Notice.

Corporate Members intending to authorise their representatives to attend & vote at the EGM through VC/OAVM facility on its behalf are requested to send duly certified copy of the relevant Board Resolution to the Company.

In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

1. Members attending the EGM through VC/OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

2. Further, pursuant to the MCA and SEBI Circulars, the Notice of the EGM alongwith login details for joining the EGM through VC/OAVM facility including e-voting are being sent in electronic form only to those Members whose e-mail addresses are registered with the Company/Depositories. The Notice calling the EGM has been uploaded on the website of the Company at www.tilind.com. The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited (BSE) and The National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also available on the website of Central Depository Services (India) Limited (CDSL) (agency for providing the remote e-voting facility) i.e. www.evotingindia.com.

3. In compliance with the provisions of Regulation 44 of the SEBI Listing Regulations and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has provided a facility of remote e-voting (e-voting from a place other than venue of the Meeting) to its Members to enable them to exercise their right to vote on the businesses proposed to be transacted at the EGM. Necessary arrangements have been made by the Company with CDSL to facilitate remote e-voting. The facility of casting votes by a Member using remote e-voting as well as the e-voting system on the date of the EGM will be provided by CDSL. Only those Members who will be present in the EGM through VC/OAVM facility and have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the EGM.

The Members who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.

Voting Rights shall be reckoned on the paid-up value of equity shares registered in the name of the Members as on the cut-off date i.e. Wednesday, June 22, 2022.

1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), as amended, setting out the material facts in respect of the Special Business as per Item Nos. 1 & 2 herein above, is annexed hereto and forms part of this Notice.

2. All documents referred to in the Notice will also be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the date of EGM, i.e. Wednesday, June 29, 2022. Members seeking to inspect such documents can send an email to investor@tilind.com.

3. Pursuant to Section 101 of the Act read with relevant Rules made thereunder, companies can serve Notice of EGM and other communications through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository Participants (‘DP’). Members who have not registered their e-mail address with the Company can now register the same by sending an e-mail at investor@tilind.com and/or by sending a request to Bigshare Services Pvt. Ltd., Registrar and Share Transfer Agent (RTA) through e-mail at investor@bigshareonline.com or contact at (022) 6263 8200. Members holding Shares in demat form are requested to register their e-mail address with their DP only. The registered e-mail address will be used for sending future communications.

4. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for a long time. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.

5. The Notice of EGM will be sent to those Members/beneficial owners whose name will appear in the Register of Members/list of beneficiaries received from the Depositories as on Friday, June 03, 2022.

6. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to furnish their PAN to Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agent of the Company.

7. As per Regulation 40 of the SEBI Listing Regulations, transfer/transmission/transposition of securities of listed companies shall be only in dematerialized form. In view of such amendment and in order to eliminate the risks associated with physical holding of shares and for ease of portfolio management, Members who are holding shares in physical form are hereby requested to dematerialise their holdings.

8. Pursuant to Section 72 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in single name are entitled to nominate a person to whom their shares in the Company shall vest in the event of their demise by sending a nomination in the prescribed Form No. SH13 duly filled in to Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agent of the Company. Members holding shares in electronic form may contact their respective Depository Participant(s) for availing this facility.

9. Members holding shares in physical form are requested to approach Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agent of the Company at Office No S6-2, 6[th] Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai – 400093, Tel: (022) 6263 8200, Fax: (022) 6263 8299, E-mail: investor@bigshareonline.com, Website: www.bigshareonline.com for:

10. a. intimating any change in their address and/or bank mandate;

11. b. submitting requests for transmission, name deletion, issue of duplicate share certificates, name change, split, consolidation, etc.;

12. c. nominating any person to whom the shares shall vest in the event of death;

13. d. updating/registering their e-mail address for correspondence; and

14. e. any other queries with respect to shares held by them.

15. Members holding shares in electronic form are hereby informed that the Company or its Registrar cannot act on any request received directly from them for any change of address and/or bank mandate or change in e-mail address. Such changes are to be intimated only to the Depository Participants of the Members.

16. Members are requested to quote their Client ID and DP ID in respect of shares held in electronic form and ledger folio number in respect of shares held in physical form in all their correspondence.

17. To support the ‘Green Initiative’, Members who have not registered their e-mail address for receiving all communications including Annual Report, Notices and Circulars, etc. from the Company electronically, are requested to register the same with their Depository Participants (for shares held in electronic form) and with Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agents of the Company (for shares held in physical form).

18. This EGM Notice is being sent, by e-mail, only to those eligible Members who have already registered their e-mail address with the Depositories/the depository participant/the Company’s Registrar and Share Transfer Agent/the Company or who will register their e-mail address with RTA, on or before Friday, June 03, 2022.

Process for those Members whose email address/mobile number are not registered with the Company/Depositories, for procuring user id and password and registration of e-mail address/ mobile number for e-voting for the resolutions set out in this Notice:

• Physical Send a request to Bigshare Services Pvt. Ltd., Registrar and Share Transfer Agent at Holding info@bigshareonline.com providing your name, folio no., scanned copy of the share certificate (front and back), self-attested scanned copy of PAN card and self-attested scanned copy of Aadhar Card, for registering e-mail address/mobile number.

• Demat Please contact your DP and register your e-mail address/mobile number in your demat Holding account, as per the process advised by your DP.

• Any person who is not a Member as on the cut-off date should treat this Notice for information purpose only. Also, any person who acquires shares and becomes the Member of the Company after the dispatch of Notice of the Meeting and holding shares on the cut-off date i.e. Wednesday, June 22, 2022, may obtain login ID and password by sending a request at helpdesk.evoting@cdslindia.com.

• INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

• a. Member will be provided with a facility to attend the EGM through VC/OAVM through the CDSL e-voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

• b. Shareholders are encouraged to join the Meeting through Laptops/IPads for better experience.

• c. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• d. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• e. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The Members will be able to view the proceedings on CDSL’s e-voting website i.e. www.evotingindia.com. The facility of participation at the EGM through VC/OAVM will be made available to at least 1,000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

• f. Members who would like to express their views/ask questions during the Meeting may register themselves as a speaker by sending their request in advance at least seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investor@tilind.com.

Members who do not wish to speak during the EGM but have queries may send their queries in advance seven days prior to Meeting mentioning their name, demat account number/folio number, email id, mobile number at investor@tilind.com. These queries will be replied to by the company suitably by email.

• g. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting.

• h. Only those Members, who are present in the EGM through VC/OAVM facility and have not casted their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the EGM.

• i. If any votes are cast by the Members through the e-voting available during the EGM and if the same Members have not participated in the Meeting through VC/OAVM facility, then the votes cast by such Members shall be considered invalid as the facility of e-voting during the Meeting is available only to the Members attending the Meeting.

21. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE EGM ARE AS UNDER:-

• a. The procedure for e-voting on the day of the EGM is same as the instructions mentioned below for remote e-voting.

• b. Members who have voted through remote e-voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

22. Information and other instructions relating to Remote e-Voting are as under:

The voting period begins on Sunday, June 26, 2022 at 09.00 a.m. and ends on Tuesday, June 28, 2022 at 05.00 p.m. During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Wednesday, June 22, 2022 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09,2020, under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e- Voting facility to its Members, in respect of all Members’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to the above SEBI circular, Login method for e-voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
Shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login
Individual through their existing user id and password. Option will be made
Shareholders
available to reach e-Voting page without any further authentication.
holding securities in The URL for users to login to Easi / Easiest are
Demat mode with
CDSL https://web.cdslindia.com/myeasi/home/login or visit
www.cdslindia.com and click on Login icon and select New System
Myeasi.
2) After successful login the Easi/Easiest user will be able to see the e-
voting option for eligible companies where the e-voting is in progress as
per the information provided by company. On clicking the e-voting
option, the user will be able to see e-voting page of the e-voting service
provider for casting your vote during the remote e-voting period or
joining virtual meeting & voting during the meeting. Additionally, there
is also links provided to access the system of all e-voting Service
Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can
visit the e-voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is
available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-voting page by providing
Demat Account Number and PAN No. from a e-voting link available on
www.cdslindia.com home page or click on
https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will
authenticate the user by sending OTP on registered mobile & e-mail as
recorded in the Demat Account. After successful authentication, user
will be able to see the e-voting option where the e-voting is in progress
and also able to directly access the system of all e-voting Service
Providers.
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Individual Services website of NSDL. Open web browser by typing the following
Shareholders
URL: https://eservices.nsdl.com either on a Personal Computer or on a
holding securities in
mobile. Once the home page of e-Services is launched, click on the
demat mode with
NSDL “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section. A new screen will open. You will have to enter your User ID
and Password. After successful authentication, you will be able to see
e-voting services. Click on “Access to e-voting” under e-voting services
and you will be able to see e-voting page. Click on company name or e-
voting service provider name and you will be re-directed to e-voting
service provider website for casting your vote during the remote e-
voting period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com. Select Register Online for
IDeAS Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
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Depository site wherein you can see e-voting page. Click on company
name or e-voting service provider name and you will be redirected to e-
voting service provider website for casting your vote during the remote
e-voting period or joining virtual meeting & voting during the meeting.
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e-
(holding securities voting facility. After Successful login, you will be able to see e-voting option.
in demat mode) Once you click on e-voting option, you will be redirected to NSDL/CDSL
login through their Depository site after successful authentication, wherein you can see e-
Depository voting feature. Click on company name or e-voting service provider name
Participants and you will be redirected to e-voting service provider website for casting
your vote during the remote e-voting period or joining virtual meeting &
voting during the meeting.
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Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL:

Logintype		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 022-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 18002244 30.

Login method for e-voting and joining virtual meeting for physical shareholders and other shareholders other than individual shareholders holding in Demat form.

• i. The Members should log on to the e-voting website www.evotingindia.com.

• ii. Click on Shareholders Module.

• iii. Now Enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

• iv. Next enter the Image Verification as displayed and Click on Login.

• v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• vi. If you are a first time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

For Physical shareholders and other than individual shareholders holding shares in Demat.	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or the Company, please enter the Member ID/Folio Number in the Dividend Bank details field.

• vii. After entering these details appropriately, click on “SUBMIT” tab.

• viii. Members holding shares in physical form will then reach directly the Company selection screen. However, Members holding shares in demat form will now reach “Password Creation” menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ix. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• x. Click on the EVSN for “Tilaknagar Industries Ltd.” on which you choose to vote.

• xi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• xiii. After selecting the Resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• xiv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xv. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• xvi. If Demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

xvii. Additional Facility for Non–Individual Shareholders and Custodians for Remote Voting only

• Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves in the Corporates’ Modules.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be e- mailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutiniser to verify the same.

• Alternatively Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc., together with attested specimen signature of the duly authorised signatory who are authorised to vote, to the scrutiniser and to the Company at the e-mail address viz investor@tilind.com if they have voted from individual tab & not uploaded same in the CDSL e- voting system for the scrutiniser to verify the same.

• xviii. If you have any queries or issues regarding attending EGM & e-voting from the CDSL e-voting System, you can write an e-mail to helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 022-23058542-43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited (CDSL), A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400 013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542-43.

1. The Board of Directors in its Meeting held on Monday, May 30, 2022 has appointed Advocate R. T. RajGuroo as scrutiniser to scrutinise the voting process (including remote e-voting) in a fair and transparent manner. He has communicated his willingness to be so appointed and will be available for the purpose of ascertaining the requisite majority.

2. The scrutiniser shall, after the conclusion of voting at the Meeting, first count the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall provide a consolidated scrutiniser’s report of the total votes cast in favour or against, if any, to the Chairman & Managing Director of the Company or any person authorised by him in writing, who shall countersign the same and declare the results of the voting forthwith to the Stock Exchanges within two working days from the conclusion of the Meeting. The resolutions will be deemed to be passed on the date of the Meeting subject to receipt of requisite number of votes in favour of the resolutions.

3. The results declared along with the report of the scrutiniser shall be placed on the website of the Company i.e. www.tilind.com and on the website of the CDSL i.e. www.evotingindia.com immediately after the declaration of the results by the Chairman & Managing Director of the Company or a person authorised by him in writing and also be displayed at the Registered and Corporate Office of the Company. The results shall also be immediately forwarded to the Stock Exchange(s) i.e. BSE Limited and National Stock Exchange of India Ltd.

4. Since the EGM will be held through VC/OAVM, the route map of the venue of the Meeting is not annexed hereto.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NOS. 1 & 2:

The Board of Directors of the Company (“ the Board ”) at their Meeting held on Monday, May 30, 2022, subject to necessary approval(s), has approved the proposal for raising of funds in the following manner:

• a) Issue of 65,97,221 (Sixty-five Lakhs Ninety-seven Thousand Two Hundred and Twenty- one) Equity Shares of face value Rs. 10/- (Rupees Ten Only) each (“Equity Shares”) for cash at a price of Rs. 72/(including a premium of Rs. 62 /- per share) for an amount Rs. 47,49,99,912/- (Rupees Forty-seven crores Forty-nine Lakhs Ninety-nine Thousand Nine Hundred and Twelve only) to Non-Promoters, as per the details mentioned below (“ Proposed Allottees ”)

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Name of the Proposed PAN No. of equity shares
Allottees of Rs. 10/-each
Mr. Kancharla Chandra AAZPK5378C 13,88,888
Sheker Reddy
S.S Spirits LLP AEGFS5110K 34,72,222
M&S Bottling Company AAHCM6288J 17,36,111
Private Limited
TOTAL 65,97,221
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and

• b) Issue of 52,08,333 (Fifty-two Lakhs Eight Thousand Three Hundred and Thirty- Three) convertible warrants (“ Warrants ”) at a price of Rs. 72/- per Warrant with a right to the Warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each of the Company (“ Equity Shares ”) at a premium of Rs. 62/- per share for each Warrant within a period of 12 (Twelve) months from the date of allotment of the Warrants, for an amount of Rs. 37,49,99,976/(Rupees Thirty- seven crores Forty-nine Lakhs Ninety-nine Thousand Nine Hundred and Seventy-six only) to Non-Promoters, as mentioned below (“Proposed Allottees”) for cash and in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations:

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Name of the Proposed PAN No. of convertible
Allottees warrants
Mr. Amireddy Jaipal Reddy ADKPA0483C 34,72,222
S.S Spirits LLP AEGFS5110K 17,36,111
TOTAL 52,08,333
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Necessary information or details in respect of the proposed Preferential Allotment of Equity Shares and Warrants in terms of Sections 23, 42 and 62(1)(c) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI (ICDR) Regulations”) are as under:

1) Particulars of the offer including date of passing of Board resolution, kind of Securities offered, maximum number of securities to be issued and the Issue Price:

The Board of Directors of the Company at their Meeting held on Monday, May 30, 2022 had, subject to the approval of the Members of the Company (“ Members ”) and such other approvals as may be required, approved the issue of the following:

• a) Issue of Equity shares having face value of Rs. 10/- (Rupees Ten Only) on a preferential basis, for cash consideration, in the following manner:

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Sr. Name of the PAN No. of equity Price of Total Amount
No. Proposed Allottees shares of Rs. Each (in Rs.)
10/-each Security
(including
premium)
1. Mr. Kancharla AAZPK5378C 13,88,888 72 9,99,99,936
Chandra Sheker
Reddy
2. S.S Spirits LLP AEGFS5110K 34,72,222 72 24,99,99,984
3. M&S Bottling AAHCM6288J 17,36,111 72 12,49,99,992
Company Private
Limited
TOTAL 65,97,221 47,49,99,912
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b) Issue of convertible Warrants on a preferential basis, for cash consideration, in the following manner:

Sr. No.	Name of the Proposed Allottees	PAN	No. of Warrants	Price of Each security	Total Amount (in Rs.)
1.	Mr. Amireddy Jaipal Reddy	ADKPA0483C	34,72,222	72	24,99,99,984
2.	S.S Spirits LLP	AEGFS5110K	17,36,111	72	12,49,99,992
	TOTAL		52,08,333		37,49,99,976

• The amount paid against Warrants shall be adjusted/ set-off against the issue price for the resultant Equity Shares. The terms and conditions of the Preferential Allotment of the Equity Shares and Warrants are as stated in the Resolution.

• Each Warrant shall be convertible into 1 (one) Equity Share of the Company;

• An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of allotment of warrants and the balance 75% shall be payable by the Warrant holder(s) on the exercise of the right of conversion of Warrant(s) into equity shares of the Company.

2) Objects of the Preferential Allotment:

The Company shall utilise the proceeds from the preferential issue of Equity Shares and Convertible Warrants to:

1. Fund business growth, capital expenditure and other strategic initiatives

2. Augment working capital needs of the Company

3. Repay debt

4. For general corporate purposes

3) Relevant Date:

In terms of the provisions of Chapter V of the SEBI (ICDR) Regulations, relevant date for determining the floor price for the Preferential Allotment of the Equity Shares and Warrants is Monday, May 30, 2022, being the date 30 days prior to the date of this Extra-Ordinary General Meeting i.e. Wednesday, June 29, 2022.

4) Basis on which the price has been arrived at and justification for the price (including premium, if any):

The Equity Shares of Company are listed on Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited (NSE) and are frequently traded in accordance with the SEBI (ICDR) Regulations. For the purpose of computation of the price for each Equity Share and Warrant, trading volumes at NSE for the period set out below has been accordingly considered.

Determination of the minimum price of equity shares being higher of:

a.90 trading days volume weighted average price (VWAP) of the equity shares of the Company quoted on the National Stock Exchange (NSE) during the last 90 days preceding the relevant date i.e. Monday, May 30, 2022; or

b.10 trading days volume weighted average price (VWAP) of the equity shares of the Company quoted on the National Stock Exchange (NSE) during the last 10 days preceding the relevant date i.e. Monday, May 30, 2022;

In terms of the applicable provisions of the SEBI (ICDR) Regulations, the floor price shall be Rs. 70.77/(Rupees Seventy and Seventy-seven paise only), being higher of the above two price:

The pricing of the Equity Shares to be allotted on preferential basis is Rs. 72/- (Rupees Seventy-two only) per Equity Share and the pricing of the Warrants convertible into equivalent number of Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each is Rs. 72/- (Rupees Seventy-two only) per Convertible Warrant which is not lower than the floor price determined in accordance with the applicable provisions of SEBI (ICDR) Regulations.

Adjustments for Warrants: The price determined above and the number of Equity Shares to be allotted on exercise of the right of conversion of Warrant shall be subject to appropriate adjustments, as permitted under applicable rules, regulations and laws as applicable from time to time.

5) Amount which the Company intends to raise by way of such securities:

Rs. 84,99,99,888 /- (Rupees Eighty-four crores Ninety-nine lakhs Ninety-nine Thousand Eight Hundred and Eighty-eight only).

• 6) Intent of the Promoters, Directors or Key Managerial Personnel of the Company to subscribe to the Preferential Allotment:

None of the Promoters, Directors or Key Managerial Personnel of the Company are subscribing to this preferential issue.

7) Time frame within which the Preferential Allotment shall be completed:

As required under the SEBI (ICDR) Regulations, the Equity Shares and Warrants shall be allotted by the Company within a period of 15 days from the date of passing of this Resolution provided that where the allotment of the proposed Equity Shares is pending on account of receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.

Upon exercise of the option by the proposed allottees to convert the convertible securities within the tenure specified, the allotment of equity shares pursuant to exercise of the convertible securities shall be completed within 15 days from the date of such exercise by the proposed allottees.

• 8) Name of the proposed allottees, class and percentage of post Preferential Issue capital that may be held by them:

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Name of the Class Pre-Issue Holding Post Issue of Equity Post Issue of Equity
Proposed Allottees shares and post shares and post
conversion of conversion of
existing Promoter & existing Promoter &
Promoter Group Promoter Group
Warrants but before warrants and after
Conversion of Conversion of
Warrants in this Warrants in this
Issue Issue
No. of % of No. of % of No. of % of
Shares Share Shares Share Shares Share
holding holding holding
Mr. Amireddy Jaipal Non- Nil - - - 34,72,222 1.93
Reddy Promoter
Mr. Kancharla Non- Nil - 13,88,888 0.80 13,88,888 0.77
Chandra Sheker Promoter
Reddy
S.S Spirits LLP Non- Nil - 34,72,222 1.99 52,08,333 2.90
Promoter
M&S Bottling Non- Nil - 17,36,111 1.00 17,36,111 0.97
Company Private Promoter
Limited
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• 9) The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter

Each of the Proposed Allottees shall be classified as a non-promoter shareholder of the Company post the allotment of Equity Shares and Warrants. Further, there are no pre-preferential holding of the proposed allottees.

10) Shareholding pattern of the Company before and after the Preferential Allotment:

The shareholding pattern of the Company giving the position as on the latest available BENPOS dated Friday, May 27, 2022 being the latest practicable date prior to the approval of Board of Directors of the Company and issuance of notice to the Members of the Company and after assuming conversion of all Warrants into Equity Shares is provided as Annexure “A” to the Notice.

• 11) Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the Preferential Allotment:

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Name of the Proposed Category Pre-issue equity Post Issue of Equity Post Issue of Equity Identity of
Allottees of holding (As on shares and post shares and post Natural
Investors 27/05/2022) conversion of existing conversion of existing Persons who
Promoter & Promoter Promoter & Promoter are the
Group Warrants but Group warrants and Ultimate
before Conversion of after Conversion of Beneficial
Warrants in this Issue Warrants in this Issue Owners
No. of % of No. of % of No. of % of
Shares Share Shares Share Shares Share
holding holding holding
Mr. Amireddy Jaipal Non- Nil - - - 34,72,222 1.93 Not Applicable
Reddy Promoter
Mr. Kancharla Non- Nil - 13,88,888 0.80 13,88,888 0.77 Not Applicable
Chandra Sheker Promoter
Reddy
S.S Spirits LLP Non- Nil - 34,72,222 1.99 52,08,333 2.90 1. Mr. Muthyam
Promoter Reddy Kukunoor
2. Mr.
Narasimha
Reddy Tumu
3. Mr. Alwal
Reddy Nallavelly
4. Mr. Anish
Reddy Naini
M&S Bottling Non- Nil - 17,36,111 1.00 17,36,111 0.97 1. Mr. Amireddy
Company Private Promoter Jaipal Reddy
Limited 2. Mrs. Rama
Amireddy
----- End of picture text -----

• 12) Change in Control or Management, if any, that would occur in the Company consequent to the Preferential Issue:

There shall be no change in management or control of the Company pursuant to the aforesaid issue of Equity Shares (including those arising from exercise of the right of conversion of Warrants) and the issue of the Warrants. However, the percentage of shareholding and voting rights exercised by the shareholders of the Company will change in accordance with the change in the shareholding pattern pursuant to the Preferential Allotment.

13) Justification for offer being made for consideration other than cash together with the valuation report of the Registered Valuer:

Not applicable.

14) Number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

During the Financial Year 2021-22, pursuant to the resolution passed by the Members of the Company in their Extra Ordinary General Meeting (EGM) held on November 27, 2021, the Board allotted 1,18,86,792 Equity Shares @ Rs. 53/- per share to Barclays Wealth Trustees (India) Pvt Ltd acting as a Trustee of Lotus Family Trust, 27,79,297 Equity Shares to M/s. Edelweiss Asset Reconstruction Company Limited (“EARC”) acting as Trustee of EARC Trust SC233, EARC Trust SC241 and EARC Trust SC269 towards conversion of part of debt and 1,18,86,792 Convertible Warrants @ Rs. 53/- per warrant to Promoter Group on December 19, 2021. On March 11, 2022, 26,41,509 warrants out of the 1,18,86,792 warrants issued and allotted to Promoter group were converted into equal number of equity shares.

15) Lock-in Period:

The Equity Shares (including those arising from exercise of the right of conversion of Warrants) and Warrants shall be locked-in for such period as may be specified under the SEBI (ICDR) Regulations.

16) Practicing Company Secretary’s Certificate:

The certificate from Mr. Dhirendra Maurya, D Maurya & Associates, Practicing Company Secretary, having its office at 4, Laxmi Bhawan, Nr. Saibaba Temple, Saibaba Ngr., Navghar Rd., Bhayander (E) -401105, certifying that the Preferential Allotment is being made in accordance with the requirements contained in the SEBI (ICDR) Regulations shall be available for electronic inspection by the Members at the EGM and is also available on the website of the Company on www.tilind.com.

17) Material terms of the proposed Preferential Issue of the Equity Shares and Warrants:

The material terms of the proposed preferential issue of the Equity Shares and Warrants are stipulated in the special resolutions as set out at Item Nos. 1 and 2 of this Notice.

18) Other disclosures:

• a) Report of registered valuer is not required under the provisions of second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 for the proposed Preferential Allotment.

• b) The allotment to a proposed allottee or allottees acting in concert in the present preferential issue is less than 5% of the post issue fully diluted share capital of the issuer and hence, valuation report from an independent registered valuer under Regulation 166A(1) of SEBI (ICDR) Regulations is not required;

• c) Neither the Company nor its Directors or Promoters have been declared as wilful defaulter or fraudulent borrower as defined under the SEBI (ICDR) Regulations. None of its Directors or Promoters is a fugitive economic offender as defined under the SEBI (ICDR) Regulations;

• d) The Company is eligible to make the Preferential Allotment under Chapter V of the SEBI (ICDR) Regulations;

• e) The equity shares and warrants shall be allotted in dematerialized form to the proposed allottees;

• f) The Company has no outstanding dues to SEBI, the stock exchanges or the depositories;

• g) As the Equity Shares have been listed for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI (ICDR) Regulations governing re-computation of the price of shares shall not be applicable;

• h) The proposed allottees have not sold or transferred any Equity Shares of the Company during the 90 trading days preceding the relevant date.

• i) The Company is in compliance with the conditions for continuous listing of Equity Shares as specified in the listing agreement with the Stock Exchanges and the Listing Regulations, as amended and circulars and notifications issued by SEBI thereunder;

• j) Issue of the said Equity Shares (including those arising from exercise of the right of conversion of Warrants) would be well within the Authorised Share Capital of the Company.

• k) The provisions of Regulation 167A of SEBI (ICDR) Regulations governing pledge of locked-in specified securities shall not be applicable as there is no proposed allotment to the promoter and promoter group.

Accordingly, the approval of the Members of the Company is hereby sought by way of Special Resolutions for authorizing the Board of Directors of the Company to create, offer, issue and allot Equity Shares and warrants of the Company as specifically described in the resolutions set out at Item Nos. 1 and 2 of this Notice.

The Board of Directors believe that the proposed issue is in the best interest of the Company and its Members and therefore recommends the Special Resolutions as set out in the Item Nos. 1 & 2 in the accompanying notice for approval by the Members.

None of the Directors, Key Managerial Personnel or their respective immediate relatives are, in any way, concerned or interested, financially or otherwise in the said resolution, except to the extent of their shareholding, if any, in the Company.

By Order of the Board of Directors

Place: Mumbai

Dipti Todkar

Date: May 30, 2022 Company Secretary

Registered Office:

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

Annexure A

Pre-issue and Post-issue Shareholding pattern:

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Post-issue of Equity Post-issue of Equity
Shares and post Shares and post
conversion of existing conversion of existing
Pre-issue but post Promoter & Promoter Promoter & Promoter
conversion of existing Group Warrants but Group Warrants and
Pre-issue (as on 27-May- Promoter & Promoter before conversion of after conversion of
Particulars 22) Group Warrants Warrants in this Issue Warrants in this Issue
% % % %
No. of shares holding No. of shares holding No. of shares holding No. of shares holding
Promoter Share
Holding
Indian Promoters
Individuals / HUF 6,38,16,499 40.23 6,38,16,499 38.02 6,38,16,499 36.58 6,38,16,499 35.52
Bodies Corporate 73,96,678 4.66 1,66,41,961 9.91 1,66,41,961 9.54 1,66,41,961 9.26
Sub Total of
Indian Promoters 7,12,13,177 44.89 8,04,58,460 47.93 8,04,58,460 46.12 8,04,58,460 44.78
Foreign Promoters
Individuals / HUF 0 0.00 0 0.00 0 0.00 0 0.00
Bodies Corporate 0 0.00 0 0.00 0 0.00 0 0.00
Sub Total of
Foreign Promoters 0 0.00 0 0.00 0 0.00 0 0.00
Total Shareholding
of Promoter and
Promoter Group (A) 7,12,13,177 44.89 8,04,58,460 47.93 8,04,58,460 46.12 8,04,58,460 44.78
Public Share
holding
Institutions
Foreign Portfolio
Investors 3,41,490 0.22 3,41,490 0.20 3,41,490 0.20 3,41,490 0.19
Financial
Institutions/ Banks 14,274 0.01 14,274 0.01 14,274 0.01 14,274 0.01
Any others 12 0.00 12 0.00 12 0.00 12 0.00
Sub Total of
Institutions 3,55,776 0.22 3,55,776 0.21 3,55,776 0.20 3,55,776 0.20
Central
Government/ State
Government(s)/
President of India 0 0.00 0 0.00 0 0.00 0 0.00
Non-Institutions
Individual share
capital upto Rs. 2
Lacs 1,85,82,515 11.71 1,85,82,515 11.07 1,85,82,515 10.65 1,85,82,515 10.34
Individual share
capital in excess of
Rs. 2 Lacs 2,71,79,581 17.13 2,71,79,581 16.19 2,85,68,469 16.37 3,20,40,691 17.83
NBFCs registered
with RBI 1,075 0.00 1,075 0.00 1,075 0.00 1,075 0.00
Bodies Corporate 66,74,773 4.21 66,74,773 3.98 1,18,83,106 6.81 1,36,19,217 7.58
Clearing Members 3,24,557 0.20 3,24,557 0.19 3,24,557 0.19 3,24,557 0.18
HUF 29,05,461 1.83 29,05,461 1.73 29,05,461 1.67 29,05,461 1.62
IEPF 7,11,759 0.45 7,11,759 0.42 7,11,759 0.41 7,11,759 0.40
Non-Resident
Indian (NRI) 21,03,286 1.33 21,03,286 1.25 21,03,286 1.21 21,03,286 1.17
Trusts 2,85,69,844 18.01 2,85,69,844 17.02 2,85,69,844 16.38 2,85,69,844 15.90
Unclaimed Shares 0 0.00 0 0.00 0 0.00 0 0.00
Sub Total of Non-
Institutions 8,70,52,851 54.88 8,70,52,851 51.86 9,36,50,072 53.68 9,88,58,405 55.02
Total Public
Shareholding (B) 8,74,08,627 55.11 8,74,08,627 52.07 9,40,05,848 53.88 9,92,14,181 55.22
Grand Total (A+B) 15,86,21,804 100.00 16,78,67,087 100.00 17,44,64,308 100.00 17,96,72,641 100.00
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Note

The pre-issue shareholding of the Company is 15,86,21,804 equity shares having face value of Rs. 10/- each as on May 27, 2022. The Company has allotted 1,40,111 equity shares consequent to exercise of ESOPs on May 30, 2022. The total number of shares of the Company on May 30, 2022 post allotment of ESOPs is 15,87,61,915. Corporate Action for allotment of the same is pending.