Tilaknagar Industries Ltd Directors Report

Dear Members,

The Directors hereby present 90th Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The summary of the Companys financial results for the financial year ended March 31, 2025 is furnished below:

( in lacs)

Sr. No	Particulars	Standalone
		Year ended 31.03.2025	Year ended 31.03.2024
I	Revenue from Operations	3,17,461.49	2,95,826.04
II	Other Income	1,693.33	1,368.09
III	Total Income (I + II)	3,19,154.82	2,97,194.13
IV	Expenses
	(a) Cost of materials consumed	76,453.33	69,219.72
	(b) Changes in inventories of finished goods, stock-in-trade and work- in-progress	(3,731.13)	1,661.33
	(c) Excise duty	1,74,046.04	1,56,430.74
	(d) Employee benefits expense	5,144.40	4,380.88
	(e) Finance costs	1,216.22	2,673.93
	(f) Depreciation and amortisation expense	2,888.56	3,036.44
	(g) Other expenses	40,197.29	45,191.29
	Total Expenses	2,96,214.71	2,82,594.33
V	Profit/(Loss) before Exceptional Items and Tax (III-IV)	22,940.11	14,599.80
VI	Add (Less) Exceptional Items	1,002.24	(26.92)
VII	Profit/(Loss) before Tax (V-VI)	23,942.35	14,572.88
VIII	Tax Expense
	(a) Current tax (including earlier years)	(0.65)	-
	(b) Deferred tax
	Total Tax Expense	(0.65)	-
IX	Profit/(Loss) for the Period (VII-VIII)	23,943.00	14,572.88
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	(110.69)	(8.27)
	(ii) Net Gain / (Loss) on Fair Value through OCI - Equity Instruments	(20.08)	-
	(iii) 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)]	(130.77)	(8.27)
XI	Total Comprehensive Income/(Loss) for the Period (IX+X)	23,812.23	14,564.61

During the year, the revenue from operations (net of excise duty) stood at 1,43,415.45 lacs as compared to 1,39,395.30 lacs during the financial year ended March 31, 2024.

During the year, the Company received 2,901.09 lacs as partial subsidy from the Government of Maharashtra, relating to Companys past investments.

Finance cost has decreased from 2,673.93 lacs during the financial year ended March 31, 2024 to 1,216.22 lacs during the financial year ended March 31, 2025.

The total comprehensive income stood at 23,812.23 lacs during the financial year ended March 31, 2025 as against the total comprehensive income of 14,564.61 lacs during the financial year ended March 31, 2024.

Transfer to Reserves

During the year under review, no amount was transferred to any of the reserves by the Company.

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 92.97% of the total cases sold during 2024-25. Exports & Institutions segment contributes 7.03% 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, 17 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).

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 2024-25, the sales volume increased by 6.72% to 119.12 lacs cases as compared to 111.62 lacs cases in the financial year 2023-24. Region wise, the Company has registered sales volume of 102.44 lacs cases in Southern region, 3.77 lacs cases in Eastern region, 4.55 lacs cases in Western region and 8.37 lacs cases in Exports & Institutions segment. Segment-wise, Brandy contributed 90.80%, followed Whisky which contributed about 4.70%, Rum contributed around 3.79% and Vodka & Gin segments which have contributed 0.71%, 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 21 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.

Product Launches

During the year, the Company has launched the following products:

• Mansion House Gold Barrel Whisky, its latest offering under the Companys flagship brand;

• Monarch Legacy Edition, Tilaknagar Industries first foray into the luxury brandy segment;

• Green apple flavoured brandy under the Mansion House Flandy Range.

• Further, the Company added AMARA Artisanal Pink Vodka to the Companys distribution portfolio.

Strategic Investments

• The Board approved a follow-on investment of 13,15,00,000/- (Rupees Thirteen Crores and Fifteen Lacs Only) in three tranches 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 2,546 Equity shares and 16,890 Compulsory Convertible Preference shares ("CCPS") in furtherance to our earlier investment of 9,75,00,000/- (Rupees Nine Crores Seventy-Five Lacs Only) made during the FY 2023-24. The Company has completed the 1st tranche of 3,99,00,000/- (Rupees Three Crores and Ninety-Nine Lacs Only) on September 20, 2024. Post completion of all the tranches of investment in SSLPL, the Companys holding shall be increased to 20.02% of the issued and paid-up share capital in SSLPL on a fully diluted basis.

• The Company invested an aggregate sum of 8,03,00,000/- (Rupees Eight Crores and Three Lacs Only) in the securities of Round the Cocktails Private Limited ("Bartisans") which is engaged in the business of developing, producing, marketing and selling nonalcoholic beverages which can be mixed with alcohol to create cocktails, and can also be consumed on their own as mocktails, through a combination of 163 Equity shares and 3,781 Compulsory Convertible Preference shares ("CCPS") purchased from existing shareholders and subscribed to 2,352 CCPS and 1 equity share. Post the investment in Bartisans, the Company holds 36.17% of the issued and paid-up share capital in

Bartisans on a fully diluted basis. The Company has accounted for its share of cumulative losses of 19.33 lacs for the financial year ended March 31, 2025.

Financial performance

• During 2024-2025, the outstanding term loan of 6,642 lacs from Kotak Mahindra Bank as on March 31, 2024 was repaid in full and the security provided for the loan stands withdrawn. Consequently, the term loan balance from Kotak Bank stands at NIL as on March 31, 2025.

• As of March 31, 2025 there is no amount outstanding against working capital facilities of Kotak Mahindra Bank. The no dues certificate from Kotak Bank Ltd was subsequently received in FY 2025-26.

• During 2024-2025, working capital limits with ICICI Bank Limited were sanctioned for 10,000 lacs. As at March 31, 2025 there is no amount outstanding against these facilities.

• During the financial year 2024-25, CRISIL Ratings Limited has revised its outlook on the long-term bank facilities to Positive from Stable and reaffirmed its rating at CRISIL A-.

Material Developments affecting the financial position of the Company after the end of the financial year 2024-25 and till the date of this Report

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

3. DIVIDEND

The Board has recommended final dividend at the rate of 1/- per equity share (10%) for the financial year ended March 31, 2025.

4. SHARE CAPITAL

There has been no change in the authorized share capital of the Company during the financial year 2024-25.

Accordingly, as on March 31, 2025, the authorised share capital stood at 226,05,00,000/- (Rupees Two Hundred Twenty-Six Crores Five Lacs Only) divided into 22,60,50,000 (Twenty- Two Crores and Sixty Lacs Fifty Thousand) Equity Shares of 10/- (Rupees Ten Only) each.

Details of equity shares issued during the year 2024-2025

The details of allotment of equity shares during the year 2024-2025 are mentioned below:

Particulars	Nos. of equity shares
Equity Share Capital as on April 01, 2024	19,27,30,353
Equity shares allotted during 20242025
Equity shares to its eligible employees who exercised their stock options under the prevailing Employee Stock Option Schemes of the Company at regular intervals.	9,03,597
Equity Share Capital as on March 31, 2025	19,36,33,950

The paid-up equity share capital of the Company is 193,63,39,500/- (Rupees One Hundred and Ninety Three Crores Sixty-Three Lacs Thirty Nine Thousand Five Hundred Only) divided into 19,36,33,950 (Nineteen Crores Thirty Six Lacs Thirty Three Thousand Nine Hundred and Fifty) equity shares of face value of 10/- each as on March 31, 2025.

5. SUBSIDIARY AND ASSOCIATE COMPANIES

As of March 31,2025, the Company has 4 (four) Subsidiary Companies and 2 (two) Associate Companies.

During the financial year 2024-25, the Company acquired 36.17% of the share capital (fully diluted basis) in Round the Cocktails Private Limited ("Bartisans"), consequently Bartisans has became Associate Company.

Further, 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, 2025, prepared in accordance with the Companies Act, 2013 ("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.

I n 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 and associate companies in Form AOC-1 is attached to the financial statements of the Company and forms part of this Annual Report.

I n 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

At the 89th Annual General Meeting of the Company held on September 27, 2024, the Members:

a) Re-appointed Mrs. Shivani Amit Dahanukar (DIN: 00305503), 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; and

b) Revised the advisory fees and fixed the tenure of Ms. Swapna Shah, (DIN: 08807901) Non-Executive Director of the Company for a period of 2 (two) years with effect from June 01, 2024.

At the 90th Annual General Meeting of the Company, the following is proposed to the shareholders for their approval:

• Mr. Amit Dahanukar (DIN: 00305636), Chairman & Managing Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and they 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

I nformation 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.

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;

iii. determining 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 Act. 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 have been disclosed in the Corporate Governance Report which forms an integral part of this Report.

8. BOARD EVALUATION

I n accordance with the provisions of Section 178(2) read with Schedule IV of the Act, Listing Regulations and Clause 5.2 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 04, 2025, in the manner given below:

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

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

iii. I ndependent 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 2024-25 at its meeting held on May 14, 2025 and expressed overall satisfaction on the performance of the Independent Directors, NonIndependent 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 21, 2024
2.	August 12, 2024
3.	November 04, 2024
4.	December 19, 2024
5.	February 04, 2025

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)

The KMPs as on March 31, 2025 are as follows:

Mr. Amit Dahanukar	Chairman & Managing Director
Mrs. Shivani Amit Dahanukar	Executive Director
Mr. C. R. Ramesh	Whole - Time Director
Mr. Abhinav Gupta	Chief Financial Officer
Mr. Minuzeer Bamboat	Company Secretary & Compliance Officer

12. AUDITORS

Statutory Auditors and Statutory Audit Report

The Members of the Company in their 89th Annual General Meeting held on September 27, 2024 appointed M/s. Harshil Shah & Company, Chartered Accountants firm (ICAI Firm Registration No. 141179W) as Statutory Auditors of the Company from the conclusion of the 89th Annual General Meeting till the conclusion of the 92nd Annual General Meeting.

No frauds have been reported by the Statutory Auditors during the financial year 2024-25 pursuant to the provisions of Section 143(12) of the Act.

With reference to the 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 Auditors and Cost Audit Report

As per Section 148 (1) of the Act, the Company is required to maintain cost records and accordingly, has made and maintained such accounts and records for the financial year 2024-25. CY & Associates having Firm Registration No. 000334 are the Cost Auditors for the financial year 2024-25.

Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed CY & Associates having Firm Registration No. 000334 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) excluding re-imbursement of out-of-pocket expenses as may be incurred by them for conducting the Cost Audit for the financial year 2025-26.

I n 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 their independence and arms length relationship with the Company.

I n 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, 2024 submitted by CMA Dr. Netra Shashikant Apte, Cost Auditors of the Company.

Secretarial Auditors and Secretarial Audit Report

I n 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. Mitesh J. Shah & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2024-25.

The Secretarial Audit Report issued by M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries for the financial year ended March 31, 2025 is set out in Annexure A to this Report. No observations were reported by the Secretarial Auditors.

Internal Auditors and Internal Audit Report

M/s. Akord & Co., Chartered Accountants are the Internal Auditors for the financial year 2024-25.

The Board of Directors reappointed M/s. Akord & Co., Chartered Accountants firm to conduct the internal audit for the period April 2025 to March 2026.

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. DETAILS WITH RESPECT TO CONSERVATION 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. PARTICULARS OF EMPLOYEES AND RELATED 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 (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

I n 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, 2025 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 in compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations") to reward and retain the qualified and skilled employees and to give them an opportunity to participate in the growth of the Company.

Tilaknagar Stock Appreciation Rights Scheme 2024 (“SAR Scheme”)

A) During 2024-25, the Company has formulated Tilaknagar Stock Appreciation Rights Scheme 2024 ("SAR Scheme") as per SBEB & SE Regulations for eligible employees of the Company, its Subsidiaries, Associate(s) and Group Companies in India or outside India as maybe determined and decided by the Nomination and Remuneration Committee.

B) Further, the Company has set up Tilaknagar Employee Welfare Trust ("Trust") for implementation of SAR Scheme and to acquire such number of Equity Shares, as may be required to implement said scheme, from secondary market by the said Trust.

Based on the recommendation of erstwhile Compensation Committee, (the powers now entrusted to the Nomination and Remuneration Committee)*, the above was approved by the Board of Directors at its Meeting held on February 12, 2024 and its Members by way of Postal Ballot on August 27, 2024.

*The Board of Directors at its meeting held on May 21, 2024 approved to delegate the powers of the Compensation Committee to Nomination and Remuneration Committee and consequently discontinued Compensation Committee.

All the ESOP Schemes are being implemented in accordance with the provisions of the Act and the SBEB & SE Regulations.

SAR Scheme, framed under SBEB & SE Regulations, is available on the Companys website at https://tilind.com/ others/.

A certificate from the Secretarial Auditors of the Company as required under Regulation 13 of the SBEB & SE Regulations 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 SBEB & SE Regulations. 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 Act, 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 Act 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. MANAGEMENT DISCUSSION AND ANALYSIS 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

Pursuant to Regulation 34(3) of the Listing Regulations, Corporate Governance Report containing the details as required under Schedule V(C) of the said Regulations along with a certificate from Mitesh J. Shah & Associates, 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. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

I n accordance with the provisions of Sections 134(3)(g) and 186(4) of the Act, 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 2024-25, virtual session 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 2024-25.

22. PUBLIC DEPOSITS

As on April 01, 2024, the Company was not having any outstanding deposit falling under the scope of Chapter V of the Act and it has not accepted any deposit covered under said Chapter during the financial year 2024-25. As on March 31, 2025, 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 Act 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 March 31, 2025 are as under and is available on the website.

Financial Year	Unclaimed Amount ( In lacs)	Due date for Transfer to IEPF
2021-22	1.24	October 04, 2029
2022-23	1.87	November 02, 2030
2023-24	3.85	November 03, 2031

During the financial year 2024-25 there was no unclaimed dividend and equity shares transferred to IEPF Authority.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There 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 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 2024-25, qualifying as material transactions under the provisions of the Listing Regulations.

25. RISK MANAGEMENT

In accordance with the provisions of the Act, 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:

Sr No	Type of risk	Nature of risk	Risk mitigation factors/ measures
A.	EXTERNAL RISKS
1	Regulatory risk	The IMFL industry is a high-risk industry, primarily on account of the high taxes and innumerable regulations governing it. As a result, liquor companies suffer from low pricing flexibility and low margins.	Unless the regulatory authorities come out with any adverse regulations affecting the industry, the business of the Company will not be affected as the Company is complying with the applicable rules and regulations in all the States where it is present. The Company has strong & well accepted brands and its profitability is in line with best players in the industry. Further, industry associations take up the matter of price increases with State Govts whenever required.
2	Competition Risk	The markets for IMFL industry are rapidly evolving and are highly competitive and the Company expects that competition will continue to intensify due to establishment of new capacities, expansion of existing capacities and consolidation of operations across the IMFL industry.	The Company is strongly positioned in designated markets commanding a premium for its products. The Company has adequate manufacturing and bottling facilities to ensure supply side security. The brands have a very strong loyalty and steps have been taken to maintain the supply of the high contribution brands in the most profitable markets. Further, due to strong govt regulations, there are significant entry barriers for entry of new players.
B.	INTERNAL RISK
1	Concentration risk	A large percentage of the Companys turnover is derived from Southern India, where any unfavorable regulatory policy may impact its business. Also, the major portion of revenue of the Company is derived from brandy sales, exposing the Company to category vulnerability.	The Company is focusing on the Northeast market where the demand for brandy as well as Gin brands are good. Further the company has launched Whisky in the Assam Market in FY 25 and is proposed to be launched in other Northeast states in FY 26. Whisky is the largest IMFL segment in the Northeast market. Though in value terms, the markets continue to be small as compared to South India volumes, the Company is taking small steps so as to diversify geographical risk keeping in mind the financial aspects. The Company will also be exploring other markets going forward.
2	Dependence on tie up units	The Company has arrangement with various tie up units for manufacturing of its products due to which the Company has to depend upon third parties for its product requirements.	It is an industry practice to supplement production in own units with that in tie up units as having own production facility to cater to the entire demand will require huge capital expenditure that is neither feasible nor economical and nor desirable. Availability of bottling units in the major states where the Company operates is not a constraint.
3	Procurement risk	Any rise in the cost of raw materials e.g., molasses and grains or packing materials e.g., glass, packaging material may affect the margins of the Company. Dependence on any supplier may expose the Company to supply risk.	The Management is continuously exploring the possibilities for developing alternative/additional sources for procurement of raw material/packing materials. The Company has more than one supplier for all its key raw material/packing material requirements. The Company is also exploring ways to improve state wise and brand wise mix of profitable brands which would enable to negate the increase in the material cost.

26. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has laid down standards, processes and 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 2024-25.

27. VIGIL MECHANISM

The Company is committed to upholding the highest standards of professionalism, transparency, and ethical conduct in all our operations. During 2024-2025, the Board of Directors updated the Whistle Blower Policy to reflect Industry best practices and to ensure full compliance with relevant regulations.

The Whistle Blower Policy of the Company, establishes a clear and structured process for reporting any unethical or improper activity, no matter how minor or perceived. It offers a safe platform for all stakeholders to voice concerns or grievances regarding unethical, unlawful, or inappropriate behaviour, without fear of retaliation, discrimination, or harassment. Further, it provides clear guidelines for reporting any suspected Violations of Laws, Company Values, Code of Conduct, or Insider Trading norms. The Company also facilitates written disclosures as per the adopted policy.

The policy is reflection of the Companys dedication to robust governance and ethical business practices. The Company encourages all employees and stakeholders to make use of defined channels to report any concerns as per the procedure outlined in the policy. Protected Disclosures can be submitted either online or offline, directly to the relevant Committee, with full assurance that all matters will be handled with strict confidentiality.

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 2024-25, no employee was denied access to the Audit Committee and no incidence of whistleblowing was reported. The Whistle Blower Policy of the Company can be accessed 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. i n the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures;

b. t hey 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 Act, for safeguarding the assets of the 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 20222023, 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

During the financial year 2024-25, CRISIL Ratings Limited revised its outlook on the long-term bank facilities to Positive from Stable and reaffirmed its rating at CRISIL A- for 200 crores bank facilities of the Company.

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 Listing Regulations 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 2024-25, 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 2024-25, 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 2024-25, 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;

v. During the financial year 2024-25, 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 20242025, and hence details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

vii. No new application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2024-25 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 14, 2025	Chairman & Managing Director
	(DIN: 00305636)