tilaknagar industries ltd Directors report

Dear Members,

The Directors hereby present 88^th Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

The summary of the Companys financial results for the financial year ended March 31, 2023 is furnished below:

( in lacs)

Particulars	Standalone
	Year ended 31.03.2023	Year ended 31.03.2022
I Revenue from Operations	2,46,923.37	1,79,205.87
II Other Income	640.17	959.59
III Total Income (I + II)	2,47,563.54	1,80,165.46
IV Expenses
(a) Cost of materials consumed	63,337.28	37,798.42
(b) Changes in inventories of finished goods, stock-in-trade and work- in-progress	(1,716.89)	442.84
(c) Excise duty	1,30,491.54	1,00,868.62
(d) Employee benefits expense	3,342.87	2,078.99
(e) Finance costs	4,018.71	5,776.41
(f) Depreciation and amortisation expense	3,084.15	3,116.72
(g) Other expenses	38,103.29	27,576.13
Total Expenses	2,40,660.95	1,77,658.13
V Profit/(Loss) before Exceptional Items and Tax (III-IV)	6,902.59	2,507.33
VI Exceptional Items	9,685.34	-
VII Profit/(Loss) before Tax (V-VI)	16,587.93	2,507.33
VIII Tax Expense
(a) Current tax (including earlier years)	(0.55)	(399.69)
(b) Deferred tax		-
Total Tax Expense	(0.55)	(399.69)
IX Profit/(Loss) for the Period (VII-VIII)	16,588.48	2,907.02
X Other Comprehensive Income/(Loss)
(a) Items that will not be reclassified to Profit & Loss
(i) Re-measurement gain/(loss) in respect of the defined benefit Plans	(31.40)	(36.53)
(ii) Deferred tax on re-measurement 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)]	(31.40)	(36.53)
XI Total Comprehensive Income/(Loss) for the Period (IX+X)	16,557.08	2,870.49

During the year, the revenue from operations (net of excise duty) stood at 1,16,431.83 lacs as compared to

78,337.25 lacs during the financial year ended March 31, 2022. Finance cost has decreased from 5,776.41 lacs during the financial year ended March 31, 2022 to

4,018.71 lacs during the financial year ended March 31, 2023.

The total comprehensive income stood at 16,557.08 lacs during the financial year ended March 31, 2023 as against the total comprehensive income of 2,870.49 lacs during the financial year ended March 31, 2022.

No amounts have been transferred to the Reserves for the year under review.

2. OPERATIONAL REVIEW Operations

The Company is an established player in the IMFL Space and is among Indias leading alcobev business companies. It has a wide range of brands across the IMFL segment (Whisky, Brandy, Rum, Gin, and Vodka) with its core competencies across manufacturing facilities, wide distribution network and efficient marketing strategies, the Company has a predominant presence across Southern India with considerable presence in Western and Eastern India accounting for 92.02 % of the total cases sold during 2022-23. Exports & Institutions segment contributes 7.98 % to total sales volume.

Manufacturing Facilities

The Company has ultra-modern set up with robust manufacturing facilities comprising of 1 owned facility, 3 operating liquor subsidiaries, 15 leased/tie-up units strategically located across India. It has 50 KLPD molasses based and 100 KLPD grain-based distillation plants and IMFL Bottling Plant at Shrirampur (Maharashtra).

The Company has 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. The Company expects to start the grain distillery plant during the financial year 2023-24 on receipt of all statutory approvals.

Sales and Distribution

The Company is an established player in the Brandy space in India and is committed to fortify its presence in the segment with a strong portfolio of brands including Mansion House Brandy and Courrier Napoleon Brandy which continue to be consumers most preferred brandy brands in all the states where they are sold.

During the financial year 2022-23, the sales volume increased by 43.26 % to 96.43 lacs cases as compared to 67.31 lacs cases in the financial year 2021-22. Region wise, the Company has registered sales volume of 83.15 lacs cases in Southern region, 2.84 lacs cases in Eastern region, 2.74 lacs cases in Western region and 7.70 lacs cases in Exports & Institutions segment. Segment-wise, Brandy contributed 93.15 %, followed by Rum, Whisky, Vodka & Gin segments, which have contributed 4.97 %, 0.86 % and 1.02 %, respectively to the overall sales volume of the Company.

The Company ensures a seamless co-ordination of all its functions not only in production, but also in its supply chain management. From tracking market changes and market research to sourcing raw materials, manufacturing, and delivering finished goods, the Company maintains the highest efficiency. The Company markets its products across the country through three main channels viz. corporations, distributors, and direct sales. The distribution strength of the Company is built around its dispersed manufacturing facilities through 19 manufacturing units that cover large swathes of the Indian market with a strong network of 100 distributors across India and points of sales covering numerous market segments and geographies with especially pronounced presence in the South, Indias largest IMFL consuming geography.

The Company is presently exporting its products to Singapore, South Korea, Rwanda, Bahrain, UAE.

Material Developments during the financial year 2022-23

• The Company launched Indias first premium flavoured brandy under the Companys flagship brand, Mansion House in three flavours - Orange, Cherry and Peach.

• The Company launched Mansion House Reserve French Style Brandy, the premium variant of its flagship brand, Mansion House.

• The Company has entered in an Operations and Maintenance Services Agreement dated June 30, 2022 with Globus Spirits Limited ("GSL") to engage their services to upgrade and operate (for a service fee) the Companys Grain based ENA Plant ("the Plant") in Shrirampur, Maharashtra. The upgradation of the Plant is expected to be completed in H2 FY23.

• The Company has remitted USD 11,00,011.89 equivalent of 9,25,00,000 (Rupees Nine Crores Twenty-Five Lacs only) on October 13, 2022 to its supplier, Cargill International SA, towards the Settlement Agreement entered into between the Company and Cargill International SA

• The Company had entered into a Master Restructuring Agreement (MRA) dated February 06, 2020 with Edelweiss Asset Reconstruction Company Limited (EARC) acting as Trustee of three trusts i.e EARC Trust SC 233, EARC Trust SC 241 and EARC Trust SC 269 with respect to restructuring of the debts owed to some of the lender banks and a Financial Institution by the Company. Accordingly, the total debt owed by the Company of 52,332.37 lacs was restructured by EARC at 34,447.23 lacs as Sustainable Debt and Balance Debt of 17,885.14 lacs. A part of Balance Debt was subsequently converted into equity. The Company had been regularly paying the stipulated principal and interest of the restructed debt to all the three EARC trusts from 2020 onwards till date in accordance with the repayment schedule of MRA. During the financial year 2022-2023, the Company made a prepayment of the entire outstanding principal along with accrued interest of 54.10 crores towards EARC Trust SC 233 and EARC Trust SC 269. As per terms of restructuring by EARC, the Balance Debt would remain outstanding till the time the restructured debt was repaid. The Balance Debt along with accrued interest was to be waived by EARC once the restructured debt had been repaid. Consequent to the above prepayment, the corresponding Balance debt of the two trusts i.e EARC Trust SC 233 and EARC Trust SC 269 aggregating to 12,662.70 lacs has been waived by EARC and accordingly the same has been written back by the Company in the financial statements for the year 2022-2023. The same is disclosed under exceptional items for the year ended March 31, 2023. The total existing debt of EARC as on March 31, 2023 now stands reduced to

18,759.13 lacs (including Balance Debt of 362.45 lacs) representing debt of EARC Trust SC 241 only.

• The Company has considered and agreed to invest in tranches 1 crore in Incredible Spirits Private Limited ("ISPL") which is developing a Ready-to-Drink (RTD) Alcoholic Shots drink. Out of which the Company has invested 50,00,000 (Rupees Fifty Lakhs only) during the year 2022-23. The balance would be invested during the year 2023-24. Post the entire investment in ISPL, the Company shall hold 19.50% of the issued and paid-up share capital in ISPL on a fully diluted basis.

• Ms. Dipti Mehta, liquidator of Prag Distillery (P) Ltd (Prag), wholly owned subsidiary of the Company, had on October 08, 2022, filed an application with Honble NCLT- Mumbai, seeking withdrawal of the Petition filed by the financial creditor – Standard Chartered Bank (SCB), closure of the liquidation process and for reinstating the erstwhile Board of Directors for management of the operations of Prag. The Honble NCLT order is awaited. Prag will also prepare the revival plan of its operations once the order from NCLT-Mumbai is received.

• During the year under review the Company has allotted equity shares and warrants to investors on preferential basis and converted warrants of promoters and investors into equity shares. Details of the above are mentioned under the heading of Share Capital.

Material Developments affecting the financial position of the Company after the end of the financial year 2022-23 and till the date of this Report

• The Board of Directors of the Company (TI) at their Board Meeting held on May 30, 2022, had approved the Composite Scheme of Amalgamation ("the scheme") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant rules & regulations framed thereunder of four wholly-owned subsidiaries of the Company, viz. (i) Kesarval Springs Distillers Private Limited ("KSDPL"); (ii) Mykingdom Ventures Private Limited ("MVPL"); (iii) Srirampur Grains Private Limited ("SGPL"); and (iv) Studd Projects Private Limited ("SPPL") [hereinafter collectively referred to as the "Transferor Companies" and individually referred to as the "Transferor Company"] with and into TI (Holding Company) ("Transferee Company"). The Transferor and Transferee Companies have complied with all the steps under the Companies Act, 2013. The final hearing for the matter was held on 12^th May, 2023 before Honble NCLT, Mumbai Bench-I and the Bench has reserved the matter for orders. TI awaits the pronouncement of the order by the Honble NCLT. On receipt of the certified copy of the order from NCLT, the Companies will file E-Form INC-28 with Registrar of Companies for making the Scheme effective, file stamp duty adjudication application and comply with other directions of the Honble NCLT, if any.

• The Company has considered and agreed to invest in two tranches an aggregate sum of 9.75 crore in the securities of Spaceman Spirits Lab Private Limited (SSLPL) which is engaged in the business of creating and marketing craft alcohol brands (particularly gin) and offering advisory services to prospective AlcoBev entrepreneurs, through a combination of Equity shares and Compulsory Convertible Preference shares (CCPS). The Company has invested 4,20,98,784 (Rupees Four Crore Twenty- Lacs Ninety-Eight Thousand Seven Hundred and Eighty- Four Only) in Equity Shares on April 04, 2023 and 5,54,00,862 (Rupees Five Crore Fifty- Four Lacs and Eight Hundred and Sixty Two only) in Compulsory Convertible Preference Shares on April 21, 2023. Post the investment in SSLPL, the Company holds 10% of the issued and paid-up share capital in SSLPL on a fully diluted basis.

3. DIVIDEND

The Board has recommended final dividend at the rate of

0.25 per equity share (2.5%) for the financial year ended March 31, 2023.

4. SHARE CAPITAL

The Authorised Share Capital of the Company increased from 1,80,00,00,000/- (Rupees One Hundred Eighty Crores Only) divided into 18,00,00,000 (Eighteen Crores) Equity Shares of 10/- (Rupees Ten Only) each to 2,25,00,00,000/- (Rupees Two Hundred Twenty-Five Crores Only) divided into 22,50,00,000 (Twenty- Two Crores and Fifty lacs Only) Equity Shares of 10/- (Rupees Ten Only) each.

A) Details of equity shares issued during the year 2022-2023

The details of allotment of equity shares during the year 2022-2023 are mentioned below:

Particulars	Nos. of equity shares
Equity Share Capital as on April 01, 2022	15,86,21,804
Equity shares allotted during 2022-2023
a) Equity shares issued to Promoters	50,62,893
b) Equity shares issued to Non-Promoters	2,05,26,313
c) Equity shares to its eligible employees who exercised their stock options under the prevailing	11,28,989
Employee Stock Option Schemes of the Company at regular intervals.
Total Equity shares allotted	2,67,18,195
Equity Share Capital as on March 31, 2023	18,53,39,999

The paid-up equity share capital of the Company is 1,85,33,99,990 divided into 18,53,39,999 equity shares of face value of

10 each as on March 31, 2023.

B) Details of warrants issued during the year 2022-2023 i) During the year 2022-2023, after the requisite Board and shareholders approval, the Company has issued 52,08,333 warrants issued to non-promoter groups on a preferential basis at an issue price of 72/- per warrant including a premium of 62/- per warrant. ii) Further, the following warrants are outstanding as on March 31, 2023: a) 41,82,390 warrants issued to promoter groups on a preferential basis at an issue price of 53/- per warrant including a premium of 43/- per warrant. b) 18,05,556 warrants issued to non-promoter groups on a preferential basis at an issue price of 72/- per warrant including a premium of 62/- per warrant.

5. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company is having eight (8) subsidiary companies falling under the purview of Section 2(87) of the Companies Act, 2013 ("the Act"). In accordance with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented herein below:

Name of Subsidiary	Performance
Companies (Stake)
(A) OPERATING
SUBSIDIARIES
1 Vahni Distilleries	During the financial year 2022-23, the revenue from operations of Vahni stood at 465.08 lacs as
Private Limited (100%)	compared to 393.63 lacs in the previous year. The total comprehensive income stood at 122.39
	lacs during the financial year 2022-23 as compared to total comprehensive income of 82.97 lacs
	in the previous year.
2 PunjabExpo Breweries	During the financial year 2022-23, the revenue from operations of PunjabExpo stood at 111.93
Private Limited (100%)	lacs as compared to 60.65 lacs in the previous year. It has incurred total comprehensive loss of
	2,522.97 lacs during the financial year 2022-23 as compared to total comprehensive loss of
	1,017.14 lacs in the previous year.
	During the year 2022-2023, the Liquidator of Prag Distillery (P) Ltd. (Prag), a fellow subsidiary,
	has filed an application at NCLT- Mumbai, seeking withdrawal of the Petition filed by the financial
	creditor Standard Chartered Bank and closure of the liquidation process. Consequent to the capex
	expansion project being kept in abeyance by Prag, the Management of PunjabExpo has evaluated
	the current situation with respect to the advances given to Prag amounting to 2,276.34 lacs (P.Y.
	2,276.34 lacs) and has arrived at the conclusion that since Prags future growth and business
	prospects are curtailed, there is no certainty of recovery of the advances given to Prag and hence
	the Company has recorded impairment provision of the advances of 2,276.34 lacs in its book of
	accounts for the year ended March 31, 2023 and the same is accounted under exceptional items.
3 Prag Distillery (P) Ltd.	During the financial year 2022-23, revenue from operations of Prag stood 313.74 lacs as compared
(100%)	to NIL in the previous year. The total comprehensive loss stood at 10,194.76 lacs during the
(under liquidation)	financial year ended March 31, 2023 as against the total comprehensive income of 605.60 lacs
	during the financial year ended March 31, 2022.
	Prag had undertaken a capex project in 2010 towards expansion of its bottling capacity with a
	view to reduce the dependency of Tilaknagar Industries Ltd (TI) group on third party bottling tie-
	up arrangements. The permissions from State Government was received in 2014 after a delay of
	several years and was subject to a licence fee payment of approx 20 crores. Meanwhile, TI group
	had started facing financial liquidity crunch and subsequently TI turned into Non Performing Asset.
	Hence, Prag could not fulfil the financial obligation necessary to acquire the requisite permissions
	for commencing the aforesaid project. While the Holding Company was in talks with the Banks and
	Financial Institutions for settlement, Prag was admitted under Honorable National Company Law
	Tribunal (NCLT) in June 2017. The process of settlement of financial creditors of Prag took around
	five years. This further stalled the commissioning of the expansion project. In the year 2022-23, the
	Liquidator of Prag, has filed an application at NCLT- Mumbai, seeking withdrawal of the Petition
	filed by the financial creditor Standard Chartered Bank and closure of the liquidation process.
	In the several years that elapsed, the business dynamics has changed and the external bottling
	capacities available in Andhra Pradesh have become sufficient and economically prudent to meet
	the TI groups business requirements. Subsequent to the application for closure of the liquidation
	process, the Management has evaluated the current situation with respect to aforesaid project and
	concluded that since the project has got inordinately delayed, it was no longer financially prudent
	to incur expenditure to increase capacity as part of the aforesaid capex project under current
	circumstances. Accordingly, the management has kept the Prag expansion project in abeyance and
	hence the Company has provided for the impairment of the capex project in its books of accounts.
	This impairment of the capex project of 10,021.69 lacs is disclosed under exceptional items in the
	books of Prag for the year ended March 31, 2023.
(B) OTHER SUBSIDIARIES
4 Kesarval Springs	During the financial year 2022-23, no activities have been carried out by Kesarval and it has incurred
Distillers Pvt. Ltd.	total comprehensive loss of 0.53 lacs during the year as compared to total comprehensive loss of
(100%)	1.50 lacs in the previous year.
5 Mykingdom Ventures	During the financial year 2022-23, no activities have been carried out by Mykingdom and it has
Pvt. Ltd. (100%)	incurred total comprehensive loss of 1.19 lac during the year as compared to total comprehensive
	loss of 1.00 lac in the previous year.
6 Studd Projects P. Ltd.	During the financial year 2022-23, no activities have been carried out by Studd and it has incurred
(100%)	total comprehensive loss of 1.70 lacs during the year as compared to total comprehensive loss of
	1.57 lacs in the previous year
7 Srirampur Grains	During the financial year 2022-23, no activities have been carried out by Srirampur and it has
Private Limited (100%)	incurred total comprehensive loss of 2.58 lacs during the year as compared to total comprehensive
	loss of 2.54 lacs in the previous year.
8 Shivprabha Sugars	During the financial year 2022-23, no activities have been carried out by Shivprabha and it has
Ltd. (90%)	incurred total comprehensive loss of 0.67 lacs during the year as compared to total comprehensive
	loss of 0.54 lacs in the previous year.

The Board of Directors of the Company (TI) at their Board Meeting held on May 30, 2022, had approved the Composite Scheme of Amalgamation ("the scheme") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant rules & regulations framed thereunder of four wholly-owned subsidiaries of the Company, viz. (i) Kesarval Springs Distillers Private Limited ("KSDPL"); (ii) Mykingdom Ventures Private Limited ("MVPL"); (iii) Srirampur Grains Private Limited ("SGPL"); and (iv) Studd Projects Private Limited ("SPPL") [hereinafter collectively referred to as the "Transferor Companies" and individually referred to as the "Transferor Company"] with and into TI (Holding Company) ("Transferee Company"). The Transferor and Transferee Companies have complied with all the steps under the Companies Act, 2013. The final hearing for the matter was held on 12^th May, 2023 before Honble NCLT, Mumbai Bench-I and the Bench has reserved the matter for orders. TI awaits the pronouncement of the order by the Honble NCLT. On receipt of the certified copy of the order from NCLT, the Companies will file E-Form INC-28 with Registrar of Companies for making the Scheme effective, file stamp duty adjudication application and comply with other directions of the Honble NCLT, if any.

Apart from the above-mentioned subsidiary companies, the Company is having one associate company falling under the purview of Section 2(6) of the Act, viz. Mason and Summers Marketing Service Private Limited in which the Company holds 26% stake. The group had made an impairment in value of investments in the associate Company Mason & Summers Marketing Services Private Limited (MSMSPL) of 169.00 lacs, in its books of accounts during the financial year 2015-16 due to losses made by the associate. Since the Company doesnt have any obligation to fund the losses of the associate beyond the investments made, the share of loss of the associate company has not been considered in the consolidated financial statements.

During the financial year 2022-23, no company has become or ceased to be subsidiary of the Company and no material change in the nature of the business of the existing subsidiary and associate companies has taken place.

The consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2023, prepared in accordance with the Act and Indian Accounting Standards (Ind AS) forms part of this Annual Report and same shall also be laid in the forthcoming Annual General Meeting ("the AGM") in accordance with the provisions of Section 129(3) of the Act.

In accordance with proviso to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company and forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Act, the consolidated and standalone financial statements of the Company along with the documents required to be attached/annexed thereto and separate audited financial statements in respect of its subsidiary companies are available on its website i.e. www.tilind.com and are also available for inspection at its Registered Office and Corporate Office.

6. DIRECTORS

D uring the year under review, Mrs. Shivani Amit Dahanukar was appointed as Executive Director for a period of 3 years with effect from June 01, 2022.

At the 87th Annual General Meeting of the Company held on August 29, 2022 the Members: a Re-appointed) Ms. Swapna Shah, Non-Executive Director who retired by rotation at the said Annual General Meeting in accordance with the provisions of Section 152(6) of the Act, as a Director, liable to retire by rotation.

b) Appointed and fixed the remuneration of Mrs. Shivani Amit Dahanukar as an Executive Director and KMP, from June 01, 2022 to May 31, 2025 (both days inclusive).

c Fixed) the remuneration payable to Mr. Amit Dahanukar, Chairman & Managing Director for the period June 01, 2022 to November 06, 2023 (both days inclusive).

At the 88th Annual General Meeting of the Company, the following appointment/reappointment of Directors is proposed to the shareholders for their approval: a Mr. Chemangala Ramachar Ramesh (DIN: 08876738),) Whole time Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

b) Re-appointment of Mr. Amit Dahanukar (DIN:00305636) as the Chairman & Managing Director and KMP for a period of 3 years from November 07, 2023 to November 06, 2026.

c) Re-appointment of Mr. Chemangala Ramachar Ramesh (DIN: 08876738) as a Whole-Time Director and KMP for a period of 3 years from November 13, 2023 to November 12, 2026.

Information pursuant to Regulation 36(3) of the Listing Regulations read with Secretarial Standards with respect to Directors seeking appointment/re-appointment is appended to the Notice convening the ensuing Annual General Meeting.

All the Independent Directors have furnished respective declaration stating that they meet the criteria of independence as laid down in Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations.

7. NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination, Remuneration and Evaluation Policy of the Company, adopted by the Board in accordance with the provisions of Section 178(3) of the Act based on the recommendations made by the Nomination and Remuneration Committee, lays down criteria for:

i. determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director;

ii. appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management; i dii. etermining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and

iv. evaluation of the performance of the Board and its constituents.

The contents of the abovementioned Policy have been elaborated in the Corporate Governance Report in accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013. The Company has uploaded the Nomination, Remuneration and Evaluation Policy on its website, accessible at https://tilind.com/codes-and-policies/.

The details of the remuneration received by the Directors from the Company and its subsidiaries have been disclosed in the Corporate Governance Report which forms an integral part of this Report.

8. BOARD EVALUATION

In accordance with the provisions of Section 178(2) read with Schedule IV of the Act, Listing Regulations and Clause 5 of the Nomination, Remuneration and Evaluation Policy of the Company, the annual performance evaluation of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole (including its Committees) was carried out on February 07, 2023, in the manner given below:

i. Performance evaluation of the Independent Directors was done by the entire Board (excluding the Director being evaluated);

ii. Independent Directors, in their separate meeting, reviewed the performance of the Non-Independent Directors and the Board as a whole (including its Committees); and

iii. Independent Directors, in their separate meeting, also reviewed the performance of the Chairman after taking into account the views of all the Directors.

After taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance and the criteria specified in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India, a structured questionnaire was prepared and circulated among the Directors for the abovementioned evaluation.

The Nomination and Remuneration Committee reviewed the results of the annual performance evaluation carried out in the financial year 2022-23 at its meeting held on May 16, 2023 and expressed overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole (including its Committees).

9. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 5 (five) Meetings of the Board of Directors were held as per details given below:

Sr. No.	Date of Meeting
1.	May 30, 2022
2.	August 11, 2022
3.	October 03, 2022
4.	November 10, 2022
5.	February 07, 2023

The details of Directors attending the abovementioned Meetings have been furnished as a part of the Corporate Governance Report.

10. COMPOSITION OF AUDIT COMMITTEE

In accordance with the provisions of Section 177(8) of the Act, details of the composition of the Audit Committee have been furnished as a part of the Corporate Governance Report. There have not been any instances during the year under review, when the recommendations of the Committee were not accepted by the Board.

11. KEY MANAGERIAL PERSONNEL (KMP)

D uring the year under review, Mrs. Shivani Amit Dahanukar was appointed as an Executive Director and Key Managerial Personnel (KMP) from June 01, 2022. Mr. Ajit Anant Sirsat ceased to be the Chief Financial Officer with effect from October 15, 2022 and Mr. Abhinav Gupta was appointed as Chief Financial Officer w.e.f. February 07, 2023.

The KMPs as on March 31, 2023 are as follows:

Mr. Amit Dahanukar	Chairman and Managing
	Director
Mrs. Shivani Amit Dahanukar	Executive Director
Mr. Abhinav Gupta	Chief Financial Officer
Ms. Dipti Todkar	Company Secretary

12. AUDITORS

Statutory Auditors and Statutory Audit Report

In accordance with the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Harshil Shah & Company, Chartered Accountants

(ICAI Firm Registration No. 141179W) were appointed as Statutory Auditors of the Company at the 84^th AGM for a term of 5 years from the conclusion of the 84^th AGM till the conclusion of the 89^th AGM of the Company at a remuneration of 11,00,000/- (Rupees Eleven Lacs Only) per annum plus tax as applicable and reimbursement of out-of-pocket expenses as may be incurred by them for conducting the Statutory Audit.

No frauds have been reported by the Statutory Auditors during the financial year 2022-23 pursuant to the provisions of Section 143(12) of the Act.

With reference to the Statutory Auditors qualified opinion, matter of emphasis and observations in the Auditors Report, the explanation/comments of the Board in accordance with the provisions of Section 134(3)(f) of the Act are set out in Annexure ‘H to this Report.

Cost Records, Cost Auditor and Cost Audit Report

A s per Section 148 (1) of the Companies Act, 2013 the Company is required to maintain cost records and accordingly, has made and maintained such accounts and records for the financial year 2022-23.

Based on the recommendation of the Audit Committee, the Board of Directors has appointed CMA Dr. Netra Shashikant Apte (Membership No. 11865 and Firm Registration No. 102229) as Cost Auditor for conducting the audit of cost accounting records maintained by the Company relating to manufacturing of the products covered under the Companies (Cost Records and Audit) Rules, 2014 at a remuneration of 1,50,000/- (Rupees One Lac Fifty Thousand Only) plus tax as applicable and reimbursement of out-of-pocket expenses as may be incurred by her for conducting the Cost Audit for the financial year 2023-24.

In view of the requirements of Section 148 of the Act, the Company has obtained from the Cost Auditor written consent along with certificates with respect to compliance with the conditions specified under Rule 6(1A) of the Companies (Cost Records and Audit) Rules, 2014 and certifying her independence and arms length relationship with the Company.

In terms of the provisions of Section 148(3) of the Act read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended March 31, 2022 submitted by CMA Dr. Netra Shashikant Apte, Cost Auditor.

Secr etarial Auditors and Secretarial Audit

In accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. V. M. Kundaliya & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2022-23.

The Secretarial Audit Report issued by M/s. V. M. Kundaliya

& Associates, Practicing Company Secretaries for the financial year ended March 31, 2023 is set out in Annexure ‘A to this Report. No observations were reported by the secretarial auditors.

Inter nal Auditors and Internal Audit

The Company had appointed M/s. NMAH & Co., Chartered Accountants as its Internal Auditors in accordance with the provisions of Section 138(1) of the Act as the Internal Auditors of the Company for the period covering the period from October, 2021 to March, 2023.

The Board of Directors appointed M/s. Akord & Co., Chartered Accountants firm to conduct the internal audit for the period April 2023 to March 2024.

The Audit Committee reviews the observations made by the Internal Auditors in their report on quarterly basis and makes necessary recommendations to the management.

13. DET AILS WITH RESPECT TO

OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out in Annexure ‘B to this Report.

14. P ARTICULARS OF EMPLOYEES AND

DISCLOSURES

Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure ‘C to this Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies Report(Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is provided in Annexure D forming a part of this Report. Further, the Annual Report is being sent to the members excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure will be available for inspection of the members through electronic mode by sending an email to the Company at investor@ tilind.com.

15. ANNUAL RETURN

In accordance with the provisions of Section 134(3) (a) of the Act, the Company has uploaded the Annual Return for the financial year ended March 31, 2023 on its website, accessible at https://tilind.com/investors-filings-reports/.

16. EMPLOYEE STOCK OPTION SCHEMES

The Company has implemented ESOP Scheme 2008, ESOP Scheme 2010 and ESOP Scheme 2012 compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 to reward and retain the qualified and skilled employees and to give them an opportunity to participate in the growth of the Company. These Schemes are administered by the Compensation Committee of the Company. During the year under review, the Compensation Committee vide circular resolution passed on September 23, 2022 amended the ESOP Scheme 2008, ESOP Scheme 2010 and ESOP Scheme 2012.

A certificate from the Secretarial Auditors of the Company as required under Regulation 13 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 shall be placed at the ensuing Annual General Meeting for inspection by the Members. The disclosures as required pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are set out in Annexure ‘E to this Report and are also uploaded on Companys website, accessible at https://tilind.com/others/.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR Committee in accordance with Section 135(1) of the Companies Act,

2013, the details of which have been provided in the Corporate Governance Report forming part of this Annual Report. The Board of Directors has approved the CSR policy which is available on the website of the Company, accessible at https://tilind.com/codes-and-policies/. The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an Annexure ‘F which forms part of the Directors Report and is available on the website of the Company, accessible at https://tilind.com/ others/.

18. M ANAGEMENT DISCUSSION AND

REPORT

Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report containing the details as required under Schedule(V)(B) of the said Regulations is annexed hereto and forms an integral part of this Report.

19. CORPORATE GOVERNANCE REPORT

Pur suant to Regulation 34(3) of the Listing Corporate Governance Report containing the details as required under Schedule (V)(C) of the said Regulations along with a certificate from the Practicing Company Secretary regarding the compliance of the conditions of corporate governance by the Company as required under Schedule(V)(E) of the said Regulations is annexed hereto and forms an integral part of this Report.

20. P ARTICULARS OF LOANS, GUARANTEES

INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In accordance with the provisions of Sections 134(3)(g) and 186(4) of the Companies Act, 2013, full particulars of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient have been disclosed in the financial statements.

21. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of

2013]. Also, during the financial year 2022-23, virtual sessions on POSH Awareness were conducted by the Company for all staff members.

The Company has not received any complaint of sexual harassment during the financial year 2022-23.

22. PUBLIC DEPOSITS

As on April 01, 2022, the Company was not having any outstanding deposit falling under the scope of Chapter V of the Companies Act, 2013 and it has not accepted any deposit covered under said Chapter during the financial year 2022-23. As on March 31, 2023, the Company was not having any outstanding deposit falling under the scope of the said Chapter.

23. TRANSFER OF UNCLAIMED DIVIDEND/SHARES/ UNCLAIMED BONUS SHARES TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with the provisions of Section 124 and 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor Education & Protection Fund ("IEPF"). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The details of unclaimed dividend for the financial year 2022-2023 is available on

OR the website of the Company.

During the year 2022-23, there was no dividend and shares transferred to the IEPF Authority.

24. P ARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES

Ther e are no particulars to be furnished in Form AOC-2 as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 with respect to the contracts or arrangements entered into by the Company with related parties falling under the purview of Section 188(1) of the Act, during the year under review. Approval of the Audit Committee and the Board of Directors as required under the Listing Regulations, 2015 has been obtained for all related party transactions. Further, no transactions have been entered into by the Company with related parties during the financial year 2022-23, qualifying as material transactions under the provisions of the Listing Regulations.

25. RISK MANAGEMENT

In accordance with the provisions of the Companies Act, 2013, the Company has adopted a Risk Management Policy to identify and evaluate elements of business risks. The Policy defines the risk management approach, establishes various levels of accountability for risk management/mitigation within the Company and reviewing, documentation and reporting mechanism for such risks.

The key business risks, which in the opinion of the Board may threaten the existence of the Company, along with mitigation strategies adopted by the Company are enumerated herein below:

Type of Risk	Nature of Risk	Risk Mitigation Factors/ Measures
A. EXTERNAL RISKS
1 Regulatory Risk	The IMFL industry is a high-risk industry,	Unless the regulatory authorities come out with any adverse
	primarily on account of the high	regulations affecting the industry, the business of the Company
	taxes and innumerable regulations	will not be affected as the Company is complying with the
	governing it. As a result, liquor	applicable rules and regulations in all the States where it is
	companies suffer from low pricing	present.
	flexibility and have underutilized	The Company, having ensured supply side security and strong
	capacities, which, in turn, lead to low	& well accepted brands will be able to strongly counter the
	margins.	challenges posed by any abnormal situation.
2 Competition	The markets for IMFL industry are	The Company is strongly positioned in designated markets
Risk	rapidly evolving and are highly	commanding a premium for its products. The Company has
	competitive and the Company expects	adequate manufacturing and bottling facilities to ensure supply
	that competition will continue to	side security.
	intensify due to establishment of	The brands have a very strong loyalty and steps have been taken
	new capacities, expansion of existing	to maintain the supply of the high contribution brands in the
	capacities and consolidation of	most profitable markets.
	operations across the IMFL industry.
B. INTERNAL RISK
1 Concentration	A large percentage of the Companys	The Company has entered the Northeast market where it was
Risk	turnover is derived from Southern India,	not present for last more than 5 years (Arunachal, Meghalaya)
	where any unfavorable regulatory	in the current year where the demand for brandy as well as Gin
	policy may impact its business. Also,	brands are good. Though in value terms, the markets continue
	the major portion of revenue of the	to be small as compared to South India volumes, the company is
	Company is derived from brandy sales,	taking small steps so as to diversify geographical risk keeping in
	exposing the Company to category	mind the financial aspects. The company will also be exploring
	vulnerability.	other markets in the coming year.
2 Dependence on	The Company has arrangement with	It is an industry practice to supplement production in own units
tie-up units	various tie-up units for manufacturing	with that in tie up units as having own production facility to cater
	of its products due to which the	to the entire demand will require huge capital expenditure that
	Company has to depend upon third	is neither feasible nor economical and nor desirable. Availability
	parties for its product requirements.	of bottling units in the major states where the company operates
		is not a constraint.
3 Procurement	Any rise in cost of raw materials	The management is continuously exploring the possibilities
Risk	e.g., molasses and grains or packing	for developing alternative/additional sources for procurement
	materials e.g., glass, packaging	of raw material/packing materials. The company has more
	material may affect the margins of	than one supplier for all its key raw material/packing material
	the Company. Dependence on any	requirements. The company is also exploring ways to improving
	supplier may expose the Company to	state wise and brand wise mix of profitable brands which would
	supply risk.	enable to negate the increase in the material cost.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Th e Board has laid down standards, processes procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and external consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the financial year 2022-23.

27. VIGIL MECHANISM

Pursuant to the requirement of Section 177(9) & (10) of the Act, the Whistle Blower Policy of the Company, adopted by the Board, provides mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company.

The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. During the financial year 2022-23, no employee was denied access to the Audit Committee and there was no incidence of whistleblowing. The Whistle Blower Policy of the Company is accessible at https://tilind.com/codes-and-policies/.

28. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) of the Act and on the basis of the information furnished to them by the Statutory Auditors and Management, the Directors state that:

a. in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the and Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with the Securities and Exchange Board of India (SEBI) Notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, it has mandated the inclusion of "Business Responsibility and Sustainability Report" (BRSR) in the specific format from the financial year 2022-2023, as part of Annual Report for top 1000 listed entities based on market capitalization at the BSE Limited (BSE) and the National Stock Exchange of India Ltd. (NSE).

Accordingly, in terms of Regulation 34(2)(f) of the Listing Regulations, the BRSR describing the initiatives taken by the Company from an environmental, social and governance perspective is set out in Annexure ‘G to this Report. It has also been uploaded on the website of the Company, accessible at https://tilind.com/others/.

30. CREDIT RATINGS

Du ring the financial year 2022-23, no credit rating was done. The last rating, BWR BB- (pronounced as BWR Double B minus with negative outlook) for Term Loan and Cash Credit, was assigned to the Company in December, 2015 by Brickwork Ratings. The details of credit ratings are available on the website of the Company, accessible at https://tilind.com/others/.

31. DIVIDEND DISTRIBUTION POLICY

The dividend distribution policy as per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is uploaded on the website of the Company, accessible at https://tilind.com/codes-and-policies/.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively issued by the Institute of Company Secretaries of India.

33. RESIDUARY DISCLOSURES i. During the financial year 2022-23, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2022-23, the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. During the financial year 2022-23, no significant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company and its future operations. Hence, disclosure under Rule 8(5) (vii) of the Companies (Accounts) Rules, 2014 is not applicable;

iv. There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report except mentioned in Point 2 of the Directors Report;

v. During the financial year 2022-23, there has been no change in the nature of business of the Company.

Hence, disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable;

vi. There is no one time settlement with any Banks or Financial Institutions during the financial year 2022-2023, and hence details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable; and

vii. No new application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23 in respect of the Company.

34. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and cooperation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates.

The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company.

	For and on behalf of the Board of Directors
Place: Mumbai	Amit Dahanukar
Date: May 16, 2023	Chairman & Managing Director