Directors Report of Tilaknagar Industries Ltd.

Mar 31, 2025

The Directors hereby present 90^th 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 Company''s financial results for the financial year ended March 31, 2025 is furnished below:

S,r. Particulars No.	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 (c) Excise duty (d) Employee benefits expense	(3,731.13) 1,74,046.04 5,144.40	1,661.33 1,56,430.74 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) (b) Deferred tax	(0.65)	-
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 Company''s 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 India''s 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 consumer''s 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, India''s 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 Company''s 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 Company''s 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 1^st 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 Company''s 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 non¬
alcoholic 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 2024¬ 2025
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 Company''s 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 89^th 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 90^th 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 Board''s 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, 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 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 89^th 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 89^th
Annual General Meeting till the conclusion of the 92^nd
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 arm''s 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 [email protected].

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 Company''s 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 Company''s 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	Unclaimed Amount	Due date for
Year	('' In lacs)	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 Company''s 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.

Sr No	Type of risk	Nature of risk	Risk mitigation factors/ measures
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 Any rise in the cost of raw materials risk 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 Company''s 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 Company''s 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 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

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 2024¬
2025, 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.

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)

---

Mar 31, 2024

The Directors hereby present 89^th Annual Report along with the audited financial statements of the Company for the financial year ended March 31,2024.

1. FINANCIAL HIGHLIGHTS

The summary of the Company''s financial results for the financial year ended March 31, 2024 is furnished below:

(H in lacs)
Sr. Particulars No.	Standalone
	Year ended 31.03.2024	Year ended 31.03.2023
I Revenue from Operations	2,95,826.04	2,46,923.37
II Other Income	1,368.09	640.17
III Total Income (I II)	2,97,194.13	2,47,563.54
IV Expenses
(a) Cost of materials consumed	69,219.72	63,337.28
(b) Changes in inventories of finished goods, stock-in-trade and work- in-progress	1,661.33	(1,716.89)
(c) Excise duty	1,56,430.74	1,30,491.54
(d) Employee benefits expense	4,380.88	3,342.87
(e) Finance costs	2,673.93	4,018.71
(f) Depreciation and amortisation expense	3,036.44	3,084.15
(g) Other expenses	45,191.29	38,108.76
Total Expenses	2,82,594.33	2,40,666.42
V Profit/(Loss) before Exceptional Items and Tax (III-IV)	14,599.80	6,897.12
VI Add (Less) Exceptional Items	(26.92)	9,685.34
VII Profit/(Loss) before Tax (V-VI)	14,572.88	16,582.46
VIII Tax Expense
(a) Current tax (including earlier years)	-	(0.55)
(b) Deferred tax
Total Tax Expense	-	(0.55)
IX Profit/(Loss) for the Period (VII-VIII)	14,572.88	16,583.01
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	(8.27)	(31.40)
(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)]	(8.27)	(31.40)
XI Total Comprehensive Income/(Loss) for the Period (IX X)	14,564.61	16,551.61

During the year, the revenue from operations (net of excise duty) stood at H 1,39,395.30 lacs as compared to H 1,16,431.83 lacs during the financial year ended March 31, 2023. Finance cost has decreased from H 4,018.71 lacs during the financial year ended March 31, 2023 to H 2,673.93 lacs during the financial year ended March 31, 2024.

The total comprehensive income stood at H 14,564.61 lacs during the financial year ended March 31, 2024 as against the total comprehensive income of H 16,551.61 lacs during the financial year ended March 31, 2023.

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 India''s 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 91.45 % of the total cases sold during 2023-24. Exports & Institutions segment contributes 8.55 % 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, 13 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 expects to restart the grain distillery plant post incurring of relevant capital expenditure.

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 consumer''s most preferred brandy brands in all the states where they are sold.

During the financial year 2023-24, the sales volume increased by 15.75 % to 111.62 lacs cases as compared to 96.43 lacs cases in the financial year 2022-23. Region wise, the Company has registered sales volume of 95.37 lacs cases in Southern region, 2.95 lacs cases in Eastern region, 3.75 lacs cases in Western region and 9.55 lacs cases in Exports & Institutions segment. Segment-wise, Brandy contributed 94.24 %, followed by Rum, Whisky, Vodka & Gin segments, which have contributed 4.34 %, 1 % and 0.42 %, 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 17 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, India''s largest IMFL consuming geography.

During the financial year 2023-24, the Company increased its exports presence in Qatar, Oman, Kenya and DRC in addition to the existing markets in UAE, Rwanda, Bahrain and Singapore.

Material Developments during the financial year 2023-24

> The Company prepaid the existing term loan of Edelweiss Asset Reconstruction Limited (EARC) of about ? 176 crores (excluding Balance Debt of ? 3.22cr) which was required to be paid in full by March 31,2024. The prepayment of EARC debt was funded through debt of ? 130 crores from Kotak Mahindra Bank Limited and Internal Accruals of the Company.

The Company completely repaid the Restructured debt of all the three EARC Trusts i.e EARC Trust SC 233, EARC Trust SC 241 and EARC Trust SC 269 as per the Master Restructuring Agreement (MRA) dated February 06, 2020 and stood discharged of all liabilities, dues, demands or claims in respect of the Restructured Facilities

> During the year, Kotak Mahindra Bank sanctioned a financial facility of ? 175 crore (? 150 crores as Term Loan and ? 25 crores as Working Capital Loan);

> The Company 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.

> The Hon''ble National Company Law Tribunal (NCLT), Mumbai approved the scheme under Section 230-232 of the Companies Act, 2013 vide order dated May 17, 2023 in the matter of Scheme of Amalgamation (Merger by Absorption) of Kesarval Springs Distillers Private Limited ("KSDPL" or the "Transferor Company 1"), Mykingdom Ventures Private Limited ("MVPL" or the "Transferor Company 2"), Srirampur Grains Private Limited ("SGPL" or the "Transferor Company 3") and Studd Projects Private Limited ("SPPL" or the "Transferor Company 4") with and into Tilaknagar Industries Limited ("TI" or the "Transferee Company").

> 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 Hon''ble 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 Hon''ble NCLT vide its order dated June 23, 2023 withdrew the petition thereby closing the liquidation process and reinstating the erstwhile Board of Directors for management of the operations of Prag. Prag has commenced its operations and is fully revived.

> During the year under review the Company has converted warrants of promoters and investors into equity shares. Details of the same are mentioned under the heading of Share Capital.

> The Company launched Mansion House Chambers Brandy, a premium variant of its flagship brand, Mansion House.

> The Income-Tax authorities (''the department'') had conducted search activity during the month of February 2024 at some of the premises, plants and residences of Director of the Company. The Company extended full cooperation to the Income-tax officials during the search and provided required details, clarifications, and documents. As on the date of issuance of year ended March 31,2024 financial statements, the Company has not received any written communication from the department regarding the outcome of the search, therefore, the consequent impact on the year ended March 31, 2024 financial statements, if any, is not ascertainable.

Material Developments affecting the financial position of the Company after the end of the financial year 2023-24 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 Re. 0.50 per equity share (5%) for the financial year ended March 31, 2024.

4. SHARE CAPITAL

The Authorised Share Capital of the Company increased from H 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 H 10/- (Rupees Ten Only) each to H 2,26,05,00,000/- (Rupees Two Hundred Twenty-Six Crores Five Lacs Only) divided into 22,60,50,000 (Twenty- Two Crores and Sixty lacs Fifty Thousand Only) Equity Shares of H 10/- (Rupees Ten Only) each. The increase in the authorised capital is pursuant to the NCLT order wherein certain subsidiary companies merged with TI as mentioned in point no. 2 above.

A) Details of equity shares issued during the year 2023-2024

The details of allotment of equity shares during the year 2023-2024 are mentioned below:

Particulars	Nos. of
	equity shares
Equity Share Capital as on April 01, 2023	18,53,39,999
Equity shares allotted during 2023-2024
Equity shares issued to Promoters	41,82,390
Equity shares issued to NonPromoters	18,05,556
Equity shares to its eligible employees who exercised their stock options under the prevailing Employee Stock Option Schemes of the Company at regular intervals.	14,02,408
Total Equity shares allotted	73,90,354
Equity Share Capital as on March 31, 2024	19,27,30,353

The paid-up equity share capital of the Company is H 1,92,73,03,530 divided into 19,27,30,353 equity shares of face value of H 10 each as on March 31,2024.

5. SUBSIDIARY AND ASSOCIATE COMPANIES

The Company is having four (4) 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:

Sr. No.	Name of Subsidiary Companies (Stake)	Performance
1	Vahni Distilleries Private Limited (100%) (Vahni)	During the financial year 2023-24, the revenue from operations of Vahni stood at H 498.29 lacs as compared to H 465.08 lacs in the previous year. The total comprehensive income stood at H 87.52 lacs during the financial year 2023-24 as compared to total comprehensive income of H 122.39 lacs in the previous year.
2	PunjabExpo Breweries Private Limited (100%) (PunjabExpo)	During the financial year 2023-24, the revenue from operations of PunjabExpo stood at H 235.61 lacs as compared to H 111.93 lacs in the previous year. It has incurred total comprehensive income of H 3,958.07 lacs during the financial year 2023-24 as compared to total comprehensive loss of H 2,522.97 lacs in the previous year. During the financial year 2023-24 , the Company has written back the loans and advances payable to its Holding Company i.e. Tilaknagar Industries Ltd, ? 292.49 lacs & ? 3,643.81 lacs respectively and disclosed as exceptional item in the financial statement for the year ended March 31, 2024. During the financial year 2023-24, the Company has written off the advances given to one of the fellow subsidiary, i.e. Prag Distillery Pvt Ltd, ? 2,276.34 lacs. Consequent to the earlier provision of ? 2,276.34 lacs provided in F.Y. 2022-23, the net impact on the financial statement for the year ended March 31,2024 is nil .
3	Prag Distillery (P) Ltd. (100%) (Prag)	During the financial year 2023-24, revenue from operations of Prag stood H 358.19 lacs as compared to H 313.74 lacs in the previous year. The total comprehensive income stood at H 11,094.99 lacs during the financial year ended March 31, 2024 as against the total comprehensive loss of H 10,194.76 lacs during the financial year ended March 31, 2023. The Hon''ble NCLT had passed an order on June 23, 2023 for closure of liquidation process of Prag Distillery (P) Ltd. ("Prag"), for reinstatement of the Board of Directors for the management of the operations of Prag. Prag is running its bottling operation at optimum capacity for the holding company and its networth is positive at the year end. Further, post the review of the bottling expansion project, the management has decided to abandon the same and hence an amount of H 10,021.69 lacs has been written off in the books. Consequent to the earlier provision of H 10,021.69 lacs provided in the financial statements of FY 2022-23, the net impact on the financial statements for FY 2023-24 is Nil. During the financial year 2023-24, the Company has written off Trade Receivables of H 586.55 lacs and Earnest Money Deposit of H 182.05 lacs receivable from Andhra Pradesh Beverage Corporation Ltd.( the Corporation) and other receivables of H 38.12 lacs . During the financial year 2023-24, the Company has written back the loans and advances payable to the holding company i.e. Tilaknagar Industries Ltd of H 10,250.33 lacs and the same has been disclosed under exceptional item in the financial statement as an income for the year ended March 31, 2024. During the financial year 2023-24, the Company has written back the advances payable to its fellow subsidiary company i.e. PunjabExpo Breweries Pvt Ltd of H 2,276.34 lacs and the same has been disclosed under exceptional items in the financial statement as an income for the year ended March 31,2024.
4	Shivprabha Sugars Ltd. (90%) (Shivprabha)	During the financial year 2023-24, no activities have been carried out by Shivprabha and it has incurred total comprehensive loss of H 0.50 lacs during the year as compared to total comprehensive loss of H 0.67 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. NCLT approved the Scheme of Amalgamation vide its order dated May 17,

2023. TI received a certified true copy of the order by the Hon''ble NCLT on May 22, 2023. On receipt of the certified copy of the order from NCLT, the subsidiary Companies as well as TI filed E-Form INC-28 with Registrar of Companies for making the Scheme effective.

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 H169.00 lacs, in its books of accounts during the financial year 2015-16 due to losses made by the associate. Since the Company doesn''t 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 2023-24, no company has become or ceased to be subsidiary of the Company except the above mentioned subsidiary companies pursuant to the order of Hon''ble NCLT 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,

2024, 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 Company''s 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. DIRECTORSAt the 88^th Annual General Meeting of the Company held on September 28, 2023 the Members:

a) Re-appointed Mr. Chemangala Ramachar Ramesh (Mr. C.R. Ramesh) (DIN: 08876738), Whole Time 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) Re-appointed and fixed the remuneration of

Mr. Amit Dahanukar (DIN: 00305636) as Chairman & Managing Director and KMP, from November 07, 2023 to November 06, 2026 (both days inclusive).

c) Re-appointed and fixed the remuneration of

Mr. Chemangala Ramachar Ramesh (Mr. C.R. Ramesh) (DIN: 08876738) as Whole Time Director and KMP, from November 13, 2023 to November 12, 2026 (both days inclusive).

The Members, vide Postal Ballot on October 27, 2023 approved the following matters:

a) Re-appointed Maj Gen Dilawar Singh (Retd.)(DIN: 08216047) as Independent Director of the Company for a second term of three consecutive years with effect from October 31, 2023 upto October 30, 2026 (both days inclusive); and

b) Re-appointed Mr. Satish Chand Mathur (DIN:03641285) as Independent Director of the Company for a second term of three consecutive years with effect from October 31, 2023 upto October 30, 2026 (both days inclusive)

In the opinion of the Board, the Independent Directors appointed / re-appointed during the year possess requisite integrity, expertise, experience and proficiency.

During the year, Ms. Savitrii Dadhich (DIN: 07147074) who was appointed by the Board of Directors as Additional (Independent) Director w.e.f. June 01,2023 and who was holding office till the date of Annual General Meeting ceased to be Director of the Company with effect from September 28, 2023 pursuant to completion of her term as Additional (Independent) Director.

Dr. Ravindra Dinkar Bapat (DIN: 00353476) and Mr. Chanderbhan Verhomal Bijlani (DIN: 02039345) ceased to be Independent Directors of the Company pursuant to completion of second consecutive term as Independent Directors on March 31, 2024. The Board places on record its appreciation for their valuable contribution and guidance.

At the 89^th Annual General Meeting of the Company, the following is proposed to the shareholders for their approval:

> Mrs. Shivani Amit Dahanukar (DIN: 00305503), Executive Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

> Revision in advisory fees and fixation of tenure of Ms. Swapna Shah, (DIN: 08807901) Non-Executive Director of the Company.

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 ANDEVALUATION 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 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 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 5.2 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 12, 2024, 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 Board''s 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 2023-24 at its meeting held on May 21, 2024 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, 6 (six) Meetings of the Board of Directors were held as per details given below:

Sr. No.	Date of Meeting
1. May 16, 2023
2.	July 04, 2023
3.	August 08, 2023
4.	November 02, 2023
5.	January 15, 2024
6.	February 12, 2024

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)

During the year under review:

a. Mr. Amit Dahanukar was re-appointed as Chairman & Managing Director of the company for a period of 3 (three) years commencing from November 07, 2023;

b. Mr. C.R. Ramesh was re-appointed as Whole-Time Director for a period of 3 (three) years commencing from November 13, 2023.

c. Ms. Dipti Todkar resigned from the post of Company Secretary & Compliance Officer w.e.f. July 17, 2023; and

d. Mr. Minuzeer Bamboat was appointed as Company Secretary & Compliance Officer w.e.f. January 15, 2024.

The KMPs as on March 31, 2024 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. AUDITORSStatutory 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 H 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.

In accordance with the provisions of Section 139(2) read with the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint M/s. Harshil Shah & Company, Chartered Accountants firm (ICAI Firm Registration No. 141179W) as Statutory Auditors of the Company at the ensuing 89^th Annual General Meeting, to hold office from the conclusion of the 89^th Annual General Meeting until the conclusion of the 92^nd Annual General Meeting. The Company has received consent/certificate pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 read with Rules made thereunder from them with respect to the abovementioned proposal.

A proposal seeking Members'' approval for the re-appointment of M/s. Harshil Shah & Company, Chartered Accountants firm (ICAI Firm Registration No. 141179W) and for fixing their remuneration forms part of the Notice convening the ensuing Annual General Meeting.

The Audit Committee and Board of Directors have reviewed the eligibility criteria as laid down under Section 141 of the Companies Act, 2013 and recommended the re-appointment of M/s. Harshil Shah & Company, Chartered Accountants firm (ICAI Firm Registration No. 141179W) as Statutory Auditors from the conclusion of the 89^th Annual General Meeting till the conclusion of the 92^nd Annual General Meeting.

No frauds have been reported by the Statutory Auditors during the financial year 2023-24 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

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 Companies Act, 2013 are set out in Annexure ''H'' to this Report.

Cost Records, Cost Auditors and Cost Audit Report

As 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 2023-24. Dr. Netra Shashikant Apte are the Cost Auditors for the financial year 2023-24.

Based on the recommendation of the Audit Committee, the Board of Directors has appointed CY & Associates having Firm Registration No. 000334 as Cost Auditors for conducting the audit of cost accounting records maintained by the Company relating to manufacturing of the products i.e. Sugar and Industrial Alcohol CETA Number 2207 covered under the Companies (Cost Records and Audit) Rules, 2014 at a remuneration of H 1,50,000/- (Rupees One Lacs 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 2024-25.

In view of the requirements of Section 148 of the Act, the Company has obtained from the Cost Auditors 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 arm''s 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 Auditors is required to be ratified by the Members of the Company. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to the Cost Auditors 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, 2023 submitted by CMA Dr. Netra Shashikant Apte, Cost Auditors.

Secretarial Auditors and Secretarial Audit Report

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 2023-24. However, M/s. V. M. Kundaliya & Associates, Company Secretaries resigned as the Secretarial Auditor of the Company for the financial year 2023-24.

The Board of Directors appointed M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report issued by M/s. Mitesh J. Shah & Associates, Practicing Company Secretaries for the financial year ended March 31, 2024 is set out in Annexure ''A'' to this Report. The secretarial auditor has qualified the report as under:

Secretarial Auditors Qualification: The Company has not complied with Regulation 29(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to delay in furnishing prior intimation about meeting of the Board of Directors held on February 12, 2024.

Management Response to the Secretarial Auditors qualification: A search was initiated by the Income Tax Department under Section 132 of the Income Tax Act, 1961 at multiple premises / locations of the Company. During the period of the search, the Company''s staff had extremely limited access to their laptops and mobiles which prevented them from making any advance intimation for the aforesaid Board Meeting, within the stipulated period. Hence, due to the above circumstances the Company could not comply with Regulation 29 (2) and accordingly gave intimation at a shorter notice to the Stock Exchanges post consultation with all the concerned stakeholders.

The Board of Directors re-appointed M/s Mitesh J. Shah & Associates, Practicing Company Secretaries firm as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2024-25.

Internal Auditors and Internal Audit Report

M/s. Akord & Co., Chartered Accountants firm are the internal auditors for the financial year 2023-24. The Board of Directors have reappointed M/s. Akord & Co., Chartered Accountants firm to conduct the internal audit for the period April 2024 to March 2025.

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 [email protected].

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, 2024 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.

Subsequently 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.

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 and Sweat Equity) Regulations, 2021 are set out in Annexure ''E'' to this Report and are also uploaded on Company''s 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. 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 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. PARTICULARS OF LOANS, GUARANTEES OR 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 2023-24, virtual session on POSH Awareness was conducted by the Company for all staff members.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

22. PUBLIC DEPOSITS

As on April 01, 2023, 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 2023-24. As on March 31, 2024, 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 March 31,2024 are as under and is available on the website.

During the financial year 2023-24, 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 2023-24, 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:

Sr. Type of Risk No.	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 have underutilized capacities, which, in turn, lead to 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, having ensured supply side security and strong & well accepted brands will be able to strongly counter the challenges posed by any abnormal situation.

Financial year	Unclaimed Amount (H)	Due date for Transfer to IEPF
2021-22	123,597.90	October 2029
2022-23	187,549.87	October 2030

Sr. Type of Risk No.	Nature of Risk	Risk Mitigation Factors/ Measures
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.
B. INTERNAL RISK
1 Concentration Risk	A large percentage of the Company''s 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 aggressively on the Northeast market where it was not where the demand for brandy as well as Gin brands are good. 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 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 improving 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 Company''s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2023-24.

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 2023-24, 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 Company and for preventing and detecting fraud and other irregularities;

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

e. t hey 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

During the financial year 2023-24, CRISIL Ratings Limited has assigned A- /Stable credit rating for H 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 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 2023-24, 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 2023-24, 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 2023-24, 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 2023-24, 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 2023-2024, 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.

vii. No new application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24 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.

---

Mar 31, 2023

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 Company''s financial results for the financial year ended March 31, 2023 is furnished below:

(Rs. in Lacs)
Sr. Particulars	Standalone
No.	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 India''s 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 consumer''s 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, India''s 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 India''s first premium flavoured brandy under the Company''s 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 Company''s 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 Hon''ble 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 Hon''ble 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 Hon''ble NCLT, Mumbai Bench-I and the Bench has reserved the matter for orders. TI awaits the pronouncement of the order by the Hon''ble 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 Hon''ble 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 Employee Stock Option Schemes of the Company at regular intervals.	11,28,989
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:

Sr. No.	Name of Subsidiary Companies (Stake)	Performance
(A)	OPERATING SUBSIDIARIES
1	Vahni Distilleries Private Limited (100%)	During the financial year 2022-23, the revenue from operations of Vahni stood at '' 465.08 lacs as 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 Prag''s 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. (100%) (under liquidation)	During the financial year 2022-23, revenue from operations of Prag stood '' 313.74 lacs as compared to '' NIL in the previous year. The total comprehensive loss stood at '' 10,194.76 lacs during the 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 group''s 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 Distillers Pvt. Ltd. (100%)	During the financial year 2022-23, no activities have been carried out by Kesarval and it has incurred total comprehensive loss of '' 0.53 lacs during the year as compared to total comprehensive loss of '' 1.50 lacs in the previous year.
5	Mykingdom Ventures Pvt. Ltd. (100%)	During the financial year 2022-23, no activities have been carried out by Mykingdom and it has 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.

Sr. No.	Name of Subsidiary Companies (Stake)	Performance
6	Studd Projects P. Ltd. (100%)	During the financial year 2022-23, no activities have been carried out by Studd and it has incurred 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 Ltd. (90%)	During the financial year 2022-23, no activities have been carried out by Shivprabha and it has 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 Hon''ble NCLT, Mumbai Bench-I and the Bench has reserved the matter for orders. TI awaits the pronouncement of the order by the Hon''ble 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 Hon''ble 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 doesn''t 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.

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 Company''s subsidiaries 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

During 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/re-appointment 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.

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.

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;

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 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

I n 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. 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 Board''s 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 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)

During 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:

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, 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 30, 2022
2.	August 11, 2022
3.	October 03, 2022
4.	November 10, 2022
5.	February 07, 2023

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. AUDITORSStatutory 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

As 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.

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(1 A) of the Companies (Cost Records and Audit) Rules, 2014 and certifying her independence and arm''s 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.

Secretarial Auditors and Secretarial Audit Report

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.

Internal Auditors and Internal Audit Report

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. 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, 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 Company''s 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. 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 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. PARTICULARS OF LOANS, GUARANTEES OR 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

I n 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 the website of the Company.

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

I n 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:
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 have underutilized capacities, which, in turn, lead to 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, having ensured supply side security and strong & well accepted brands will be able to strongly counter the challenges posed by any abnormal situation.
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.
B.	INTERNAL RISK
1	Concentration Risk	A large percentage of the Company''s 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 has entered the Northeast market where it was not present for last more than 5 years (Arunachal, Meghalaya) in the current year where the demand for brandy as well as Gin brands are good. 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 in the coming year.
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 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 improving 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 Company''s 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 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)

I n 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

During 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 20222023, 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

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Mar 31, 2018

Dear Members,

The Directors hereby present their 83^rd Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

The summary of the Company’s financial results for the financial year ended March 31, 2018 is furnished below:

(Rs. in Lacs)

Standalone
Sr. No.	Particulars	Year ended 31.03.2018	Year ended 31.03.2017
I	Revenue from operations	39,674.77	62,578.01
II	Other Income	3,142.14	393.09
III	Total Income (I III)	42,816.91	62,971.10
IV	Expenses
	(a) Cost of materials consumed	12,717.81	21,618.31
	(b) (Increase)/Decrease in Stock	635.38	2,083.60
	(c) Excise Duty	8,792.42	24,443.94
	(d) Employee benefits expense	1,770.42	2,599.08
	(e) Finance costs	13,369.52	15,318.07
	(f) Depreciation and amortization	3,560.33	3,624.71
	(g) Other expenses	22,035.06	20,824.08
	Total expenses	62,880.94	90,511.79
V	Profit/(Loss) before exceptional items and tax (III-IV)	(20,064.03)	(27,540.69)
VI	Exceptional items	-	-
VII	Profit/(Loss) before tax (V-VI)	(20,064.03)	(27,540.69)
VIII	Tax Expense
	(a) Current tax	-	-
	(b) Taxes for earlier years	(265.30)	(729.84)
	(c) Deferred tax	-	-
	Total Tax Expense	(265.30)	(729.84)
IX	Profit/(Loss) for the period (VII-VIII)	(19,798.73)	(26,810.85)
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	(22.86)	(56.04)
	(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)]	(22.86)	(56.04)
XI	Total Comprehensive Income/(Loss) for the period (IX X)	(19,821.59)	(26,866.89)

Finance cost has decreased from Rs. 15,318.07 lacs during the financial year ended March 31, 2017 to Rs. 13,369.52 lacs during the financial year ended March 31, 2018 on account of repayment of high cost debts and one time settlement with Axis Bank.

Due to price increase received in few major southern States and reduction in finance costs coupled with austerity measures and cost reduction initiatives and premiumization strategy adopted by the Company, the total comprehensive loss had decreased to Rs. 19,821.59 lacs during the financial year March 31, 2018 as compared to total comprehensive loss of Rs. 26,866.89 lacs during the financial year March 31, 2017.

The Company is actively exploring the possibilities of restructuring the existing debts, selling of nonperforming assets and considering the feasibility of raising additional capital from affiliates or other investors. While the macro economic situation continues to present challenges, the Company, with the support of its strong, resilient business model and the effective implementation of the above plans, is persistent with its efforts to generate long term growth.

In view of loss incurred by the Company during the financial year 2017-18, no amount is proposed to be transferred to reserves.

2. OPERATIONAL REVIEW

Operations

The Company is among India’s leading alco-bev business companies with a wide range of brands across the IMFL spectrum comprising Whisky, Brandy, Rum, Gin and Vodka, with a predominant presence in South India and CSD stores. It has established its unique identity in the IMFL industry with its core competencies across manufacturing facilities, wide distribution network and efficient marketing strategies.

During the financial year 2017-18, the Company faced liquidity constraints coupled with an inability to achieve breakeven sales volume due to constraints in the supply of Company’s brands in key profitable States owing to shortage of working capital. The Company is making efforts to address these issues and improve its liquidity position to meet the requirement of funds.

Manufacturing Facilities

The Company has ultra-modern set up with robust manufacturing facilities, comprising of 1 owned facility, 3 operating liquor subsidiaries, 3 leased and 10 tie-up units strategically located across India. It has 100 KLPD molasses based and 100 KLPD grain based distillation plants and IMFL Bottling Plant at Shrirampur (Maharashtra).

During the financial year 2017-18, the grain based plant of the Company was not operational. The Company had applied to the State government authorities for dual feed permission for manufacture of ENA through molasses as well as grain for the said plant. Permission has been received for operating the fermentation section for one year and permission for operating the distillation section is awaited.

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.

During the financial year 2017-18, the sales volume increased by 15.40% to 59.2 lacs cases as compared to 51.3 lacs cases in the financial year 2016-17. Region-wise, the Company has registered sales volume of 49.1 lacs cases in southern region, 1.9 lacs cases in eastern region, 0.7 lacs cases in western region and 7.5 lacs cases in exports & institutions segment. Segment-wise, Brandy contributed 84%, followed by Rum, Whisky, Vodka & Gin segments, which have contributed 10%, 4%, and 2%, 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. 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 that cover large swathes of the Indian market with a strong network of distributors and points of sales covering numerous market segments and geographies with especially pronounced presence in the South, India’s largest IMFL consuming geography.

The Company is presently exporting its products to Singapore in South-East Asia and Guinea, Ghana, Nigeria, Angola, Congo, South Sudan, Uganda, Rwanda & Kenya in Africa. It is also exploring to export its products to UAE in Middle-East and Malawi in Africa.

Both Mansion House Brandy and Courrier Napoleon Brandy continue to be consumer’s most preferred brands across southern region. Dipstick studies conducted by internal teams of the Company indicated that both brands were on top of consumers’ mind when it came to premium Brandies.

Material Developments

While talks are on with the working capital lenders and other lenders for settlement/restructuring of existing debts, settlement arrangements of the principal dues have been entered into with Axis Bank and Bank of India during the financial year 2017-18.

The Company has re-commenced the bottling operations in the State of Tamil Nadu during the financial year 2017-18 after entering into settlement terms for the pending dispute with the existing bottler.

During the financial year 2017-18, the Trademark License Agreement entered into by the Company with Vahni Distilleries Private Limited, wholly owned subsidiary of the Company (“Vahni”) on October 27, 2016 whereby exclusive license was granted to Vahni for use of certain trademarks of the Company in the territories of Karnataka on royalty basis for a period of 15 years w.e.f. April 01, 2017 was cancelled.

During the financial year 2017-18, the Trademark License Agreement entered into by the Company with PunjabExpo Breweries Private Limited, wholly owned subsidiary of the Company (“PunjabExpo”) on

April 10, 2017 was modified to enable the Company also to manufacture its brands/products in the States of Andhra Pradesh, Telangana, Puducherry, Mahe & Karikal, where PunjabExpo was granted the right to sell, manufacture and distribute the licensed trademark of TI with effect from April 01, 2017.

With respect to the Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“the Code”) in respect of Prag Distillery(P) Ltd., wholly owned subsidiary of the Company(‘Prag’), National Company Law Tribunal vide its order delivered on August 09, 2018 has, inter-alia, directed for Prag’s liquidation as a going concern.

3. DIVIDEND

In view of the loss incurred by the Company during the year, the Directors have not recommended any dividend for the financial year ended March 31, 2018.

4. SHARE CAPITAL

During the financial year 2017-18, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company. As on March 31, 2018, the Company was having authorized share capital of Rs. 15,000 lacs comprising of 1,500 lacs equity shares of Rs. 10/- each out of which issued, subscribed and paid-up share capital was Rs. 12,475.61 lacs comprising of 1,247.56 lacs equity shares of Rs. 10/- each.

The Board of Directors, in its adjourned Meeting held on June 14, 2018, approved the allotment of 1,75,100 equity shares of Rs. 10/- each to the option grantees at an issue price of Rs. 13/- each under ESOP Scheme 2010 and ESOP Scheme 2012 of the Company. Post allotment, the post-issue paid-up equity share capital of the Company has become Rs. 12,493.12 lacs divided into 1,249.31 lacs equity shares of Rs. 10/- each.

5. SUBSIDIARY AND ASSOCIATE COMPANIES

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

Sr. No.	Name of Subsidiary (Stake)	Performance
(A)	OPERATING SUBSIDIARIES
1	Prag Distillery (P) Ltd. (100%)	The revenue from operations, during the financial year 2017-18, of Prag stood at Rs. 1,728.23 lacs as compared to Rs. 28,113.43 lacs in the previous year. It has incurred total comprehensive loss of Rs. 608.79 lacs during the financial year 2017-18 as compared to total comprehensive loss of Rs. 334.60 lacs in the previous year. With respect to the Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“the Code”) in respect of Prag, National Company Law Tribunal vide its order delivered on August 09, 2018 has, inter-alia, directed for its liquidation as a going concern.
2	Vahni Distilleries Private Limited (100%)	The production capacity of Vahni’s plant has been fully utilized in the financial year 2017-18. The revenue from operations, during the financial year 2017-18, of Vahni stood at Rs. 41,470.97 lacs as compared to Rs. 31,386.04 lacs in the previous year. It has incurred total comprehensive loss of Rs. 1,119.66 lacs during the financial year 2017 18 as compared to total comprehensive loss of Rs. 758.62 lacs in the previous year. The Trademark License Agreement entered into by the Company with Vahni on October 27, 2016 whereby exclusive license was granted to Vahni for use of certain trademarks of the Company in the territories of Karnataka on royalty basis for a period of 15 years w.e.f. April 01, 2017 was cancelled.
3	PunjabExpo Breweries Private Limited (100%)	The revenue from operations, during the financial year 2017-18, of PunjabExpo stood at Rs. 52,099.98 lacs as compared to Rs. 1,838.87 lacs in the previous year. It has incurred total comprehensive income of Rs. 356.73 lacs during the financial year 2017-18 as compared to total comprehensive loss of Rs. 57.12 lacs in the previous year. The Company has subscribed to 53,03,998 (Fifty Three Lacs Three Thousand Nine Hundred and Ninety Eight) Equity Shares of PunjabExpo having face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 10/- (Rupees Ten Only) each amounting to Rs. 5,30,39,980/- (Rupees Five Crores Thirty Lacs Thirty Nine Thousand Nine Hundred and Eighty Only) on preferential basis through private placement. The Trademark License Agreement entered into by the Company with PunjabExpo on April 10, 2017 was modified to enable the Company also to manufacture its brands/products in the States of Andhra Pradesh, Telangana, Puducherry, Mahe & Karikal, where PunjabExpo was granted the right to sell, manufacture and distribute the licensed trademark of TI with effect from April 01, 2017.

(B)	OTHER SUBSIDIARIES
4	Kesarval Springs Distillers Pvt. Ltd. (100%)	During the financial year 2017-18, no activities have been carried out by Kesarval and it has incurred total comprehensive loss of Rs. 5.99 lacs during the year as compared to total comprehensive loss of Rs. 8.35 lacs in the previous year.
5	Mykingdom Ventures Pvt. Ltd. (100%)	During the financial year 2017-18, no activities have been carried out by Mykingdom and it has incurred total comprehensive loss of Rs. 22.91 lacs during the year as compared to total comprehensive loss of Rs. 0.34 lac in the previous year.
6	Studd Projects P. Ltd. (100%)	During the financial year 2017-18, no activities have been carried out by Studd and it has incurred total comprehensive loss of Rs. 8.77 lacs during the year as compared to total comprehensive loss of Rs. 0.28 lac in the previous year.
7	Srirampur Grains Pvt. Ltd. (100%)	During the financial year 2017-18, no activities have been carried out by Srirampur and it has incurred total comprehensive loss of Rs. 2.18 lacs during the year as compared to total comprehensive loss of Rs. 0.39 lac in the previous year.
8	Shivprabha Sugars Ltd. (90%)	During the financial year 2017-18, no activities have been carried out by Shivprabha and it has incurred total comprehensive loss of Rs. 0.82 lac during the year as compared to total comprehensive loss of Rs. 0.99 lac in the previous year.

Apart from the above mentioned subsidiary companies, the Company is having one associate company falling under the purview of Section 2(6) of the Companies Act, 2013 viz. Mason and Summers Marketing Service Private Limited in which the Company is having 26% stake. During the financial year 2017-18, no significant changes in its financial performance have taken place as compared to previous year.

The consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2018, prepared in accordance with the Companies Act, 2013 and Indian Accounting Standards (Ind AS) forms part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the Companies Act, 2013. Since, the Company doesn’t 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.

In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company’s 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 Companies Act, 2013, the standalone and consolidated 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.

During the financial year 2017-18, 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 except with respect to the Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“the Code”) in respect of Prag, National Company Law Tribunal vide its order delivered on August 09, 2018 has, inter-alia, directed for its liquidation as a going concern.

6. DIRECTORS

At the 82^nd Annual General Meeting of the Company held on September 25, 2017, Mr. Amit Dahanukar, who retired by rotation in the said Annual General Meeting in accordance with the provisions of Section 152(6) of the Companies Act, 2013, was re-appointed as Director, liable to retire by rotation.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Shivani Amit Dahanukar, Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her appointment.

Dr. Ravindra Bapat and Mr. C.V Bijlani were appointed as Independent Directors of the Company to hold office for a term of 5(Five) consecutive years commencing from April 01, 2014 and expiring on March 31, 2019, vide resolutions passed by the Members of the Company at the 79^th Annual General Meeting held on September 27, 2014.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of Directors and shall be eligible for re-appointment on passing of a Special Resolution by the Company.

In order to comply with the above statutory requirement, the proposals are placed in the ensuing Annual General Meeting for the re-appointment of Dr. Ravindra Bapat and Mr. C.V. Bijlani, who have given their consent pursuant to Section 160 of the Companies Act, 2013, as Independent Directors of the Company, not liable to retire by rotation for a second term of 5(Five) consecutive years commencing from April 01, 2019 and expiring on March 31, 2024.

The Board recommends their re-appointment as Independent Directors of the Company, not liable to retire by rotation under the provisions of Section 149 of the Companies Act, 2013 for a second term expiring on March 31, 2024. Information pursuant to Regulation 36(3) of the Listing Regulations with respect to Directors seeking 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 Companies Act, 2013 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 Companies Act, 2013 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 Companies Act, 2013. The Company has uploaded the Nomination, Remuneration and Evaluation Policy on its website, accessible at the weblink: http:// www.tilind.com/wp-content/uploads/2017/09/ NominationRemunerationandEvaluationPolicy.pdf.

8. BOARD EVALUATION

In accordance with the provisions of Section 178(2) read with Schedule IV of the Companies Act, 2013, 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 27, 2018, 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 NonIndependent 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 Board’s 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 on January 05, 2017, 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 2017-18 in its Meeting held on June 12, 2018 and expressed overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole (including its Committees). Accordingly, no corrective action was proposed to be taken pursuant to such evaluation results.

As results of the performance evaluation of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole (including its Committees) carried out in the financial year 2016-17 were also satisfactory therefore, no corrective action was required to be taken pursuant to such evaluation results.

9. NUMBER OF MEETINGS OF THE BOARD

The Board met 5 times during the financial year 2017-18, details thereof 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 Companies Act, 2013, 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 when the recommendations of the Committee were not accepted by the Board.

11. KEY MANAGERIAL PERSONNEL

As on March 31, 2018, Mr. Amit Dahanukar, Chairman & Managing Director, Mr. Srijit Mullick, Chief Financial Officer and Mr. Gaurav Thakur, Company Secretary were the Key Managerial Personnel of the Company under the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Managerial Personnel) Rules, 2014. There was no change in the Key Managerial Personnel during the financial year 2017-18.

12. AUDITORS

Statutory Auditors and Statutory Audit Report

At the 82^nd Annual General Meeting (“AGM”) held on September 25, 2017, M/s. M. M. Parikh & Co., Chartered Accountants (Firm Registration No. 107557W) were appointed as Statutory Auditors of the Company from the conclusion of the 82^ndAGM till the conclusion of the 87^th AGM, subject to ratification of their appointment by the Members at every AGM held after the 82^nd AGM.

Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended by the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018 respectively, does not contain the provisions relating to annual ratification of the appointment of the Statutory Auditors with effect from May 07, 2018. Therefore, the appointment of Statutory Auditors is not required to be ratified each year at the AGM and accordingly, M/s. M. M. Parikh & Co., Chartered Accountants (Firm Registration No. 107557W) hold office until the conclusion of the 87^th Annual General Meeting without following the requirement of ratification of their appointment by the Members at the AGM every year.

No frauds have been reported by the Statutory Auditors during the financial year 2017-18 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

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 Companies Act, 2013 are set out in Annexure ‘G’ to this Report.

Cost Records, Cost Auditor and Cost Audit Report

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly, has made and maintained such accounts and records for the financial year 2017-18.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, appointed CMA Dr. Netra Shashikant Apte having 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 Rs. 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 2018-19.

In view of the requirements of Section 148 of the Companies Act, 2013, 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 arm’s length relationship with the Company.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 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, 2017 submitted by CMA Dr. Netra Shashikant Apte, Cost Auditor on October 13, 2017. The Cost Audit Report for the financial year ended March 31, 2018 shall be filed in due course.

Secretarial Auditors and Secretarial Audit Report

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Ragini Chokshi & Co., Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended March 31, 2018 is set out in Annexure ‘A’ to this Report.

The Board’s responses with respect to the Secretarial Auditors’ observations in their Secretarial Audit Report for the financial year ended March 31, 2018 are as under:

1) Secretarial Auditors’ observations under Point (i) :

The un-audited financial results (consolidated and standalone) for the quarter and half year ended September 30, 2017 pursuant to the Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were filed by the Company on February 27, 2018 as against the due date of December 14, 2017 and the Company had paid the penalties of Rs. 18,37,921/- and Rs. 18,37,922/- to BSE and NSE respectively in this regard.

Board’s Response: The abovementioned results could not be prepared within the stipulated timelines due to delay in configuration of the ERP system for implementation of the Goods and Service Tax provisions across Company’s various units pan India.

2) Secretarial Auditors’ observations under Point (ii) :

The un-audited financial results (consolidated and standalone) for the quarter and nine months ended December 31, 2017 pursuant to the Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were filed by the Company on February

27, 2018 as against the due date of February 14, 2018 and the Company had paid the penalties of Rs. 1,53,400/- and Rs. 1,53,400/- to BSE and NSE respectively in this regard.

Board’s Response: The abovementioned results could not be prepared within the stipulated timelines due to delay in configuration of the ERP system for implementation of the Goods and Service Tax provisions across Company’s various units pan India.

Internal Auditors and Internal Audit Report

The Company is having M/s. Devdhar Joglekar & Srinivasan, Chartered Accountants as its Internal Auditors in accordance with the provisions of Section 138(1) of the Companies Act, 2013. 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 Companies Act, 2013 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 Companies Act, 2013 read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexures ‘C’ and ‘D’ to this Report.

15. ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the Company has uploaded the Annual Return for the financial year ended March 31, 2018 on its website, accessible at the weblink : https://www.tilind.com/ investors/#disclosure.

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) Regulations, 2014 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. No changes have taken place in these Schemes during the financial year 2017-18.

A certificate from the Statutory Auditors of the Company as required under Regulation 13 of the SEBI (Share Based Employee Benefits) Regulations, 2014 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 Company’s website, accessible at the weblink : http:// www.tilind.com/wp-content/uploads/2017/09/ ESOP-disclosure.pdf.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to ensure a healthy environment and empowered community around it and has, accordingly, adopted a triple bottom line approach of people, planet and profit. The Company has embraced the United Nation’s (UN) Sustainable Development Goals (SDG) and is mainly directing its efforts towards health & nutrition, education & environment conservation. The details of the CSR programs or activities undertaken by the Company during the financial year 2017-18 are as follows:

i. Health & Nutrition Program

With a vision of having 100% healthy and intelligent children in the villages surrounding the plant of the Company, efforts are now focused on promoting the first 1000 days program through Maternal Infant and Young Child Nutrition (MIYCN) empowerment of the community by implementing the following activities:

a) Mother and Child Nutrition Centres

Mother and Child nutrition centres (free of cost) are setup in Shrirampur, Loni hospital and outreach centres among different villages around Shrirampur. At these centres, our doctors, nutritionists along with local community workers support women in the community in practising the essential nutrition actions needed for the first 1000 days. Anthropometric assessments are conducted for the children to determine their nutritional status and mothers are counselled on correct feeding techniques. In 2017-18, 11 villages and hamlets benefited from these outreach centres. In total, 920 pregnant women and young children were benefited from this activity.

Taking this experience and expanding it further, a mother and child nutrition centre has been launched on 25^th February 2018 in the urban slums of Ganesh Nagar, Dhobi Ghat, Mumbai.

b) Community nutrition raising activities

In addition to the Mother and Child nutrition centres, outreach activities viz. nutritional cooking demonstrations, health videos screening, talks, celebration of national nutrition week and world breastfeeding week etc. Have been conducted during the financial year 201718 to raise awareness regarding maternal and child health among different villages and areas in and around the plant of the Company in Shrirampur.

c) Hospital-based Infant Young Child Feeding (IYCF) Counselling Centre

The Company continues to support an IYCF counselling centre (a weekly outpatient clinic) at Pravara Medical Trust (PMT), Loni. Breastfeeding and complementary feeding counselling on OPD basis is conducted by the health and nutrition team. The team also visits the delivery and paediatric wards to provide lactation counselling to the admitted mothers. Some other activities that were conducted to make the project sustainable were celebration of world breastfeeding week and national nutrition week along with PMT staff and training on IYCF for the nurses working with delivery & paediatrics.

d) Training on “First 1000 days - Maternal & Child Nutrition”

The health and nutrition team successfully completed 5 training programs for 357 government frontline workers and NGO staff at various locations.

ii. Community kitchen

Nutritious, healthy and wholesome complete meal comprising of rice, dal and vegetable is cooked daily at the annakshetra (community kitchen) and is served to the children.

iii. Education

The Company continues to support the Dahanukar Vidyalay, Tilaknagar (DVT) school and the Balvarg. During the financial year 2017-18, Sarv Anandshala, a Multi grade Multi level (MGML) and Activity Base learning (ABL) teaching method was initiated for standard 1 under which students of different learning abilities, physical abilities and social classes learns together.

iv. Supply of R.O water

The Company supplies safe drinking (R.O) water to more than 10 wadis.

v. Sports outreach

Training of the sports faculty of schools, distribution of sports equipments, maintenance of playgrounds at ZP schools and conducting various inter village matches in order to develop sports talent that lies hidden in the villages are some of the activities carried out under sports outreach program by the Company. 3,675 students were benefited from this program that covered 32 ZP schools in the area. The Company has also organized inter school sports event which saw overwhelming response from students as well as parents with 20 schools participating with 832 students entering the various sporting competition.

The second activity that is carried out under the sports outreach program is “Kridamandal” aimed at engaging youth and unemployed in sports to keep them away from addiction towards tobacco, alcohol etc. Currently there are 10 Kridamandal groups, benefitting 190 youths.

vi. Environment Conservation

The Company believes in organic and sustainable farming and grows soybean, sugarcane, fruits, vegetables, maize, ginny grass, jowar grass in its land grounds besides maintaining a flower nursery. Additionally, with support of the in-house school students and the Company’s employees, various tree plantation drives were undertaken and more than 2,000 trees were planted during the financial year 2017-18.

vii. Arunodaya Sanskruti Pratishthan

With an aim of reviving the Indian culture and study of Vedas, the Arunodaya Sanskruti Pratishthan Institute has been launched.

viii. Animal Welfare Centre

The Company continues to take care of abandoned and rescued animals in its animal shelter as well as maintains a Goshala.

During the financial year 2017-18, the Company was not required to spend any amount on CSR activities as per the provisions of Section 135(5) of the Companies Act, 2013. However, a budget of Rs. 45 lacs was earmarked for spending on ongoing CSR Activities during the financial year 2017-18.

As against the budgeted amount of Rs. 45 lacs, the Company has spent Rs. 55.90 lacs on CSR activities during the financial year 2017-18.

The Annual Report on CSR activities as required under Section 134(3)(o) of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is set out in Annexure ‘F’ to this Report. The Company has uploaded the CSR Policy and the Annual Report on CSR Activities for the financial year 2017-18 on its website, accessible at the weblinks: http://www.tilind.com/wp-content/ uploads/2017/09/CSRpolicy120115.pdf and https:// www.tilind.com/wp-content/uploads/2018/08/ AnnualReportCSR-Activities-17-18.pdf respectively.

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 the Statutory Auditors of the Company confirming 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

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 is 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].

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

22. FIXED DEPOSITS

As on April 01, 2017, the Company was not having any outstanding deposits falling under the scope of Chapter V of the Companies Act, 2013 and it has not accepted any deposits covered under said Chapter during the financial year 2017-18. As on March 31, 2018, the Company was not having any outstanding deposit falling under the scope of the said Chapter.

23. DETAILS OF UNCLAIMED BONUS SHARES IN THE SUSPENSE ACCOUNT

Pursuant to Regulation 34(3) of the Listing Regulations, details in respect of unclaimed bonus shares lying in dematerialized form in the ‘Tilaknagar Industries Ltd. - Unclaimed Suspense Account’ as required under Schedule(V) (F) of the said Regulations are as follows:

Particulars	Bonus Issue - 2009		Bonus Issue - 2010
	No. of Members	No. of Shares	No. of Members	No. of Shares
Aggregate number of Members and the outstanding shares in the suspense account lying at the beginning of the year	1,109	61,636	1,173	1,95,856
Number of Members who approached the Company for transfer of shares from suspense account during the year	-	-	-	-
Number of Members to whom shares were transferred from suspense account during the year	-	-	-	-
Transferred to IEPF Authority	331	27,612	1#	3
Aggregate number of Members and the outstanding shares in the suspense account lying at the end of the year*	778	34,024	1,173	1,95,853

* The voting rights on the shares outstanding in the suspense account as on March 31, 2018 are frozen till the rightful owner claims such shares.

# Partial shareholding of the Member was transferred to IEPF.

24. TRANSFER OF DIVIDEND/SHARES TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with the provisions of Section 124(5) of the Companies Act, 2013, 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 IEPF. Accordingly, an amount of Rs. 5,14,473 being dividend for the financial year 2009-10 lying unclaimed for a period of 7 years was transferred by the Company during the financial year 2017-18 to the Investor Education & Protection Fund (“IEPF”).

Pursuant to Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), the Company is, also, required to transfer all shares in respect of which dividend has not been claimed for 7 (seven) consecutive years or more to the IEPF Authority. Accordingly, 1,00,687(One Lac Six Hundred and Eighty Seven) shares relating to financial year 200910 have been transferred by the Company during the financial year 2017-18 to the IEPF Authority.

Details of the abovementioned unclaimed dividend/shares transferred to IEPF have been uploaded on the website of the Company, accessible at the weblink: http://www.tilind.com/ investors/#unclaimedmaturedrefundbonus and also on the website of the IEPF Authority i.e. www.iefp.gov. in.

Details of the unclaimed dividend lying with the Company as on September 25, 2017 (date of last Annual General Meeting) and shares/unclaimed dividend (for the financial year 2010-11) proposed to be transferred to IEPF as required under the provisions of the IEPF Rules have also been uploaded on the website of the Company i.e. www.tilind.com. The Company has sent individual notices to the Members through registered post and also published public notice in the newspapers to enable them to claim the dividend lying unclaimed.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2017-18, the Company has not entered into contracts or arrangements with related parties falling under the purview of Section 188(1) of the Companies Act, 2013. Hence, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Further, no transactions have been entered into by the Company with related parties during the financial year 2017-18, qualifying as material transactions under the provisions of the Listing Regulations.

26. 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 Risk Management Committee has been voluntarily constituted by the Company and is entrusted with the responsibilities of developing risk mitigation plans, implementing risk reduction/ mitigation strategies and reviewing the effectiveness of the Risk Management Policy.

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:

i. Regulatory Risk

The IMFL industry is a high-risk industry, primarily on account of high taxes and innumerable regulations governing it. As a result, liquor companies suffer from low pricing flexibility and have underutilized capacities, which, in turn, may lead to low margins. To mitigate this risk, the Company complies with all the applicable rules and regulations in all the States where it is present.

ii. Strategic Risk

The Company’s strategy and its execution is dependent on uncertainties and untapped opportunities. To mitigate this risk, the Company has adopted resilient policies which not only allow the Company to maximize opportunities under normal conditions but also ensure that acceptable results are achieved under extraordinary adverse conditions.

iii. Concentration Risk

A large percentage of the Company’s turnover is derived from South India, where any unfavourable 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. To mitigate this risk, the Company has extended its focus on other geographies viz. Eastern Region, etc. and product categories viz. Whisky, Vodka, etc.

27. 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 Company’s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2017-18.

28. VIGIL MECHANISM

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 2017-18, no employee was denied access to the Audit Committee. The Whistle Blower Policy of the Company can be accessed at the Weblink: http://www.tilind.com/wp-content/ uploads/2017/09/Whistleblower.pdf.

29. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) of the Companies Act, 2013 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 loss 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 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.

30. RESIDUARY DISCLOSURES

i. During the financial year 2017-18, 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 2017-18, 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 2017-18, 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; and

v. During the financial year 2017-18, 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.

31. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation 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, team work, professionalism and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors

Place : Mumbai Amit Dahanukar

Date : August 13, 2018 Chairman & Managing Director

---

Mar 31, 2016

Dear "Members,

The Directors hereby present their 81^st Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2016.

1. FINANCIAL HIGHLIGHTS

The summary of the Company''s financial results for the financial year ended March 31, 2016 and appropriation of divisible profits is furnished below:

(Rs. in millions)

Particulars	Standalone
	Year ended	Year ended
	31.03.2016	31.03.2015
Revenue from operations	3,723.89	5,513.32
Operating expenditure	4,849.91	4,670.31
Earnings before interest, depreciation and amortization, tax (EBIDTA)	(1,126.02)	843.01
Other income	9.00	19.80
Finance costs	1,196.15	823.71
Depreciation and amortization expenses	366.01	270.98
Profit/(Loss) before tax	(2,679.18)	(231.88)
Tax expenses	(18.83)	113.14
Profit/(Loss) for the year	(2,660.35)	(345.02)
Balance brought forward from previous year	1,117.95	1,502.36
Amount available for appropriation	(1,542.40)	1,157.34
Appropriations
Adjustment relating to fixed assets	-	38.65
Transferred to general reserve	-	-
Proposed dividend and tax thereon	-	0.74
Balance carried to balance sheet	(1,542.40)	1,117.95

The Company has tie-up arrangements in some States and in respect of such arrangements, the net turnover of Rs. 1,658.49 million during the financial year ended March 31, 2016 (P.Y. Rs. 879.21 million) has not been treated as sales. However, the surplus generated out of these arrangements is included in the revenue from operations.

The revenue from operations for the year ended March 31, 2016 includes Rs. 258.92 million on account of entitlement of MVAT and CST refund (for the year 2015-16) as compared to Rs. 1,152.90 million included in the previous year ended March 31, 2015 (for the year 2013-14 and 2014-15) pursuant to the grant of Mega Project Status under Package Scheme of Incentives, 2007 by the Government of Maharashtra vide its eligibility certificate dated April 11, 2012. The Company is awaiting disbursement of Rs. 1,269.11 million of MVAT and CST refund for the year 2012-13 onwards. It has been considered prudent to recognize MVAT and CST incentives on disbursement instead of accrual basis from the quarter ended September 2015 onwards.

2. OPERATIONAL REVIEW

Operations

The Company is a well established player in the Indian Made Foreign Liquor (IMFL) industry with predominant presence in South India and Canteen Stores Department (CSD). With its diversified brand range and a keen focus on premiumization, the Company has created a distinct identity for itself in the IMFL Segment.

During the financial year 2015-16, the Company has faced lots of challenges e.g. delay in starting of operations in the State of Tamil Nadu, restrictions imposed on sales in the State of Kerala, increase in raw material prices and non-receipt of price increase in major operating markets. The above factors coupled with delay in receipt of receivables from the Tamil Nadu bottlers and elevated finance costs impacted the working capital position of the Company.

EBIDTA of the Company during the financial year 2015-16 has decreased to Rs. (1,126.02) million as compared to Rs. 843.01 million in the previous year following a decline of 51% in sales volume from 8.25 million cases in the previous year to 4.03 million cases in the financial year 2015-16.

The profitability during the financial year 2015-16 remained constrained and the Company has posted a net loss of Rs. 2,660.35 million as against a net loss of Rs. 345.02 million in the previous financial year due to above reasons.

While the macro economic situation continues to present challenges, the Company, with the support of its strong, resilient business model, is persistent with its efforts to generate long term growth.

Manufacturing Facilities

The Company has modern manufacturing set up encompassing various manufacturing facilities comprising of 1 owned facility, 3 operating liquor subsidiaries with additional 5 subsidiaries for allied activities, 4 lease arrangements and 6 tie-up units strategically located across India. The Company is having 100 KLPD molasses based, 100 KLPD grain based distillation plants and IMFL Bottling Plants at Shrirampur (Maharashtra). The Company stringently monitors all its manufacturing facilities to ensure product consistency and quality.

During the financial year 2015-16, the Company has consciously curtailed the operations of its grain based plant due to increase in the grain prices and is awaiting permission from the Government for allowing use of the grain based plant for distillation of molasses along with grain (Dual Feed) to take advantage of the market price of the two feed stocks viz. grain and molasses.

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. While elevated Finance costs and macro economic factors have hit Company''s sales hard, both Mansion House Brandy and Courrier Napoleon Brandy continue to be consumer''s most preferred brands across Southern zone. Dipstick studies conducted by internal teams of the Company indicated that both brands were on top of consumer''s mind when it came to premium Brandies.

During the financial year 2015-16, the Company has achieved sales volume of 2.85 million cases in southern region, 0.89 million cases in exports & institutions segment, 0.18 million cases in eastern region and 0.11 million cases in western region. Brandy segment, during the year, has contributed 76%, followed by Whisky, Rum, Vodka & Gin segments, which have contributed 10%, 12% and 2% 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. 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 that cover large swathes of the Indian market with a strong network of distributors and points of sales covering numerous market segments and geographies with especially pronounced presence in the South, India''s largest IMFL consuming geography.

3. DIVIDEND

In view of the loss incurred by the Company during the year, the Directors have not recommended any dividend for the financial year ended March 31, 2016.

4. SHARE CAPITAL

During the financial year 2015-16, there was no change in the authorized, issued, subscribed and paid-up share capital of the Company. As on March 31, 2016, the Company was having authorized share capital of Rs. 1,500.00 million comprising of 150 million equity shares of Rs. 10/- each out of which issued, subscribed and paid-up share capital was Rs. 1,247.56 million comprising of 124.76 million equity shares of Rs. 10/- each.

5. SUBSIDIARY AND ASSOCIATE COMPANIES

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

Sr. No.	Name of Subsidiary Companies (Stake)	Performance
(A)	FOR OPERATING ACTIVITIES
1	Prag Distillery (P) Ltd. (100%)	The net sales, during the financial year 2015-16, of Prag stood at Rs. 832.81 million as compared to Rs. 1,232.11 million in the previous year. It has incurred net loss of Rs. 92.91 million during the financial year 2015-16 as compared to net loss of Rs. 15.23 million in the previous year. Out of the total licensed capacity of Prag, 3.5 million PLs is subleased to Pernod Ricard India Private Limited (PRIPL) along with part of its manufacturing facility for optimum utilization of its production capacities. It is also vigorously pursuing with the Government for enhancement of its bottling capacities from the current 0.05 million cases to 0.3 million cases per month.
2	Vahni Distilleries Private Limited (100%)	The net sales, during the financial year 2015-16, of Vahni stood at Rs. 365.93 million as compared to Rs. 595.92 million in the previous year. It has incurred net loss of Rs. 59.66 million during the financial year 2015-16 as compared to net loss of Rs. 2.03 million in the previous year. The production capacity of Vahni''s plant has been fully utilized in the financial year 2015-16. It is contemplating enhancing its finished goods storage capacity.
3	PunjabExpo Breweries Private Limited The net sales, during the financial year 2015-16, of PunjabExpo
	(100%)	stood at Rs. 186.51 million as compared to Rs. 181.55 million in the previous year. It has incurred net loss of Rs. 6.13 million during the financial year 2015-16 as compared to net loss of Rs. 36.62 million in the previous year. The Company is exploring the option to hive off the entire stake held by it in PunjabExpo.
(B)	FOR ALLIED ACTIVITIES
4	Kesarval Springs Distillers Pvt. Ltd. (100%)	The net sales, during the financial year 2015-16, of Kesarval stood at Rs. 0.89 million as compared to Rs. 3.54 million in the previous year. It has incurred net loss of Rs. 17.03 million during the financial year 2015-16 as compared to net loss of Rs. 2.27 million in the previous year. During the financial year 2015-16, Kesarval has sold/leased/ sub-leased/disposed of all its assets together with its rights, title and interest in the movable assets situated at Goa to Indospirit Beverages Pvt. Ltd. vide Asset Purchase Agreement dated October 01, 2015.
5	Mykingdom Ventures Pvt. Ltd. (100%)	During the financial year 2015-16, no activities have been carried out by Mykingdom and it has incurred net loss of Rs. 0.03 million during the year as compared to net loss of Rs. 0.02 million in the previous year.

Sr. No.	Name of Subsidiary Companies (Stake)	Performance
6	Studd Projects P. Ltd. (100%)	During the financial year 2015-16, no activities have been carried out by Studd and it has incurred net loss of Rs. 0.02 million during the year as compared to net loss of Rs. 0.01 million in the previous year.
7	Srirampur Grains Pvt. Ltd. (100%)	During the financial year 2015-16, no activities have been carried out by Srirampur and it has incurred net loss of Rs. 0.03 million during the year as compared to net loss of Rs. 0.02 million in the previous year.
8	Shivprabha Sugars Ltd. (90%)	During the financial year 2015-16, no activities have been carried out by Shivprabha and it has incurred net loss of Rs. 14.06 million during the year as compared to net loss of Rs. 0.37 million in the previous year.

Apart from the abovementioned subsidiary companies, the Company is having one associate company falling under the purview of Section 2(6) of the Companies Act, 2013 viz. Mason And Summers Marketing Service Private Limited in which the Company is having 26% stake. During the financial year 2015-16, no significant changes in its financial performance have taken place as compared to previous year.

The consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2016, prepared in accordance with the Companies Act, 2013 and Accounting Standards AS-21 on consolidated financial statements forms part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the Companies Act, 2013. Since, the Company doesn''t 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.

In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s 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 Companies Act, 2013, the standalone and consolidated 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.

During the financial year 2015-16, 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 except of Kesarval, which has sold/leased/ sub-leased/disposed of all its assets together with its rights, title and interest in the movable assets situated at Goa to Indospirit Beverages Pvt. Ltd. vide Asset Purchase Agreement dated October 01, 2015.

6. DIRECTORS

Mrs. Shivani Amit Dahanukar was relieved from the position of Executive Director of the Company with effect from December 01, 2015. However, she continues to act as a Non-Executive Director of the Company. She is liable to retire by rotation at the ensuing Annual General Meeting in accordance with the provisions of Section 152 of the Companies Act, 2013 and being eligible, has offered herself for re-appointment.

Mr. Kishorekumar G. Mhatre was appointed as an Additional Director (Non-Executive and Independent) of the Company by the Board with effect from June 09, 2016. Mr. Mhatre holds office until the ensuing Annual General Meeting and is eligible for appointment. The Company has received a notice from a Member proposing the candidature of Mr. Mhatre as Independent Director of the Company at the ensuing Annual General Meeting. Accordingly, a proposal to appoint Mr. Mhatre as an Independent Director of the

Company for a period of five consecutive years from June 09, 2016 up to June 08, 2021 (both days inclusive), not liable to retire by rotation has been placed in the ensuing Annual General Meeting for approval of the Members.

Information pursuant to Regulation 36(3) of the Listing Regulations with respect to the Directors seeking Appointment/Re-appointment is appended to the Notice convening the ensuing Annual General Meeting. The Board recommends their Appointment/ Re-appointment.

Due to their pre-occupancy with other assignments, Mr. Ronil Sujan, Mr. Madan Goyal and Dr. Vishnu Kanhere, Independent Directors of the Company resigned from the directorship of the Company with effect from April 24, 2015, November 26, 2015 and June 30, 2016 respectively. The Board places on record its appreciation for the valuable services rendered by them during their tenure as Directors of the Company.

All the Independent Directors have furnished declarations stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 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, amended by the Board on June 09, 2016 to align the same with the provisions of the Listing Regulations, 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 are elaborated in the Corporate Governance Report.

8. BOARD EVALUATION

In accordance with the provisions of Section 178(2) read with Schedule IV of the Companies Act, 2013, 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 12, 2016 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 Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, 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 in its Meeting held on June 09, 2016 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

The details of the number of meetings of the Board held during the financial year 2015-16 are furnished as a part of the Corporate Governance Report.

10. COMPOSITION OF AUDIT COMMITTEE

The details of the composition of Audit Committee are furnished as a part of the Corporate Governance Report.

11. KEY MANAGERIAL PERSONNEL

As on March 31, 2016, Mr. Amit Dahanukar, Chairman & Managing Director, Mr. Srijit Mullick, Chief Financial Officer and Mr. Gaurav Thakur, Company Secretary were the Key Managerial Personnel of the Company under the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Managerial Personnel) Rules, 2014. There was no change in the Key Managerial Personnel during the financial year 2015-16 except Mrs. Shivani Amit Dahanukar, who was relieved from the position of Executive Director of the Company with effect from December 01, 2015.

12. AUDITORS

Statutory Auditors and Statutory Audit Report

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s Batliboi & Purohit, Chartered Accountants were appointed as Statutory Auditors of the Company in the 79^th Annual General Meeting held on September 27, 2014 to hold office from the conclusion of the 79^th Annual General Meeting till the conclusion of the 82^nd Annual General Meeting of the Company, subject to ratification of their appointment by the Members at every Annual General Meeting held after the 79^th Annual General Meeting.

Accordingly, a proposal seeking Members'' ratification for the appointment of M/s Batliboi & Purohit, Chartered Accountants, (ICAI Firm Registration No. 101048W) as the Statutory Auditors of the Company and for fixing their remuneration for the remaining tenure forms part of the Notice convening the ensuing Annual General Meeting. Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the Company has received consent from them to the proposal for ratification of their appointment in the ensuing Annual General Meeting for the remaining tenure along with a certificate to the effect that their appointment, if made, will be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for appointment. As required under the Listing Regulations, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Committee and Board of Directors have reviewed their eligibility criteria as laid down under Section 141 of the Companies Act, 2013 and

recommended the ratification of their re-appointment as Statutory Auditors for the remaining tenure at a remuneration of Rs. 11,00,000/- (Rupees Eleven Lacs Only) per year plus service tax as applicable and re-imbursement 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 2015-16 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

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 Companies Act, 2013 are set out in Annexure ''H'' to this Report.

Cost Auditors and Cost Audit Report

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board has, on the recommendation of the Audit Committee, appointed CMA Dr. Netra Shashikant Apte having Membership No. 11865 and Firm Registration No. 102229 as Cost Auditor in place of M/s P. D. Phadke & Associates, Cost Accountants 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 Rs. 1,50,000/- (Rupees One Lac Fifty Thousand Only) plus service tax as applicable and re-imbursement of out of pocket expenses as may be incurred by her for conducting the Cost Audit for the financial year 2016-17.

In view of the requirements of Section 148 of the Companies Act, 2013, 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 arm''s length relationship with the Company.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 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, 2015 submitted by M/s P. D. Phadke & Associates, Cost Auditors on September 30, 2015. The Cost Audit Report for the financial year ended March 31, 2016 shall be filed in due course.

Secretarial Auditors and Secretarial Audit Report

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Ragini Chokshi & Co., Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2016-17.

The Secretarial Audit Report for the financial year ended March 31, 2016 is set out in Annexure ''A'' to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditors and Internal Audit Report

The Company is having M/s Devdhar Joglekar & Srinivasan, Chartered Accountants as its Internal Auditors in accordance with the provisions of Section 138(1) of the Companies Act, 2013. 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. DETAILSWITH RESPECTTO 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 Companies Act, 2013 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 Companies Act, 2013 read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure ''C'' and ''D'' to this Report.

15. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as required under the provisions of Sections 92(3) and 134(3)(a) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure ''E'' to this Report.

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) Regulations, 2014 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. No changes have taken place in these Schemes during the financial year 2015-16.

A certificate from the Statutory Auditors of the Company as required under Regulation 13 of the SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members. The disclosures as required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are set out in Annexure ''F'' to this Report and are also accessible on Company''s website i.e. www.tilind.com

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to ensure a healthy environment and empowered community around it and has, accordingly, adopted a triple bottom line approach of people, planet and profit. The Company has embraced the United Nation''s (UN) Millennium Development Goals (MDG) and directs its efforts towards Poverty Reduction, Health, Education and Environment Conservation. Details of the CSR projects, programs or activities undertaken by the Company during the financial year 2015-16 are as follows:

- Community kitchen: Nutritious, healthy and wholesome meals are served daily at the annakshetra to the children and the elderly people who otherwise are forced to earn their daily meals by indulging in laborious work.

- Malnutrition and health assessment camps

and malnutrition clinic: Prevention and treatment of malnutrition directly, at the grass-root level and conducting nutritional counseling, cooking demos, home visits for training and empowering communities on early child development awareness.

- Literacy: Working with principals, teachers and other non teaching staff in the areas of school development and improvement, teacher development, design and development of teaching aids and classroom resources.

- Awareness, treatment, health and dental camps: Conduct of ENT, Ophthalmic, dental assessment and treatment camp, awareness session in the community about water borne diseases, breast cancer awareness, harmful effects of tobacco, importance of deworming, rally on AIDS awareness.

- Supply of R.O water: Supply of safe drinking (R.O) water to over 19 wadis.

- Sports and fitness to engage the unemployed youth: Training of the sports faculty of schools, distribution of sports equipments, maintenance of playgrounds at ZP schools and conducting various inter village matches in order to develop sports talent that lies hidden in the villages.

- Waste management, tree plantation, organic production, fodder production and training to farmers: Setting up of vermicompost production unit for disposing organic wastes, distribution of saplings for promoting afforest ration, guiding farmers towards organic cultivation, using waste water for farming and gardening including fodder production and conducting Earn-While-You-Learn projects.

- Animal welfare centre: Supporting institutions viz. Bombay SPCA and Thane SPCA for taking care of abandoned and rescued animals.

The shortfall in the budgeted CSR expenditure during the financial year 2015-16 relates to certain CSR projects of ongoing nature undertaken by the Company spanning over multiple years and the same is being spent by the Company across the life of these projects.

The Annual Report on CSR activities as required under Section 134(3)(o) of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is set out in Annexure ''G'' to this Report and is also accessible on Company''s website at web link: http://www.tilind. com/corporateResponsibilities.html

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 the Statutory Auditors of the Company confirming 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

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 is 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 constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of sexual harassment during the financial year 2015-16.

22. FIXED DEPOSITS

As on April 01, 2015, the Company was not having any outstanding deposits falling under the scope of

Chapter V of the Companies Act, 2013 and it has not accepted any deposits covered under said Chapter during the financial year 2015-16. As on March 31, 2016, the Company was not having any outstanding deposit falling under the scope of said Chapter.

23. DETAILS OF UNCLAIMED BONUS SHARES IN THE SUSPENSE ACCOUNT

Pursuant to Regulation 34(3) of the Listing Regulations, details in respect of unclaimed bonus shares lying in dematerialized form in the ''Tilaknagar Industries Ltd. - Unclaimed Suspense Account'' as required under Schedule(V)(F) of the said Regulations are as follows:

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2015-16, the Company has not entered into contracts or arrangements with related parties falling under the purview of Section 188(1) of the Companies Act, 2013. Hence, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

Particulars	Bonus Issue No. of Members	- 2009 No. of Shares	Bonus Issue No. of Members	- 2010 No. of Shares
Aggregate number of Members and the outstanding shares in the suspense account lying at the beginning of the year	1,111	62,378	1,176	197,566
Number of Members who approached the Company for transfer of shares from suspense account during the year	1	84	2	1560
Number of Members to whom shares were transferred from suspense account during the year	1	84	2	1560
Aggregate number of Members and the outstanding shares in the suspense account lying at the end of the year1	1,110	62,294	1,174	196,006

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with the provisions of Sections 205A(5) and 205C of the Companies Act, 1956, an amount of Rs. 170,957 being dividend for the financial year 2007-08 lying unclaimed for a period of 7 years was transferred by the Company on September 21, 2015 to the Investor Education & Protection Fund.

Details of the unclaimed amounts lying with the Company as on September 26, 2015 (date of last Annual General Meeting) as required under the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 have been uploaded on the website of the Company i.e. www.tilind.com and also on the Ministry of Corporate Affairs'' website.

26. 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 Risk Management Committee has been voluntarily constituted by the Company and is entrusted with the responsibilities of developing risk mitigation plans, implementing risk reduction/mitigation strategies and reviewing the effectiveness of the Risk Management Policy.

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:

i. Regulatory Risk

The IMFL industry is a high-risk industry, primarily on account of high taxes and innumerable regulations governing it. As a result, liquor companies suffer from low pricing flexibility and have underutilized capacities, which, in turn, may lead to low margins. To mitigate this risk, the Company complies with all the applicable rules and regulations in all the States where it is present.

ii. Strategic Risk

The Company''s strategy and its execution is dependent on uncertainties and untapped opportunities. To mitigate this risk, the Company has adopted resilient policies which not only allow the Company to maximize opportunities under normal conditions but also ensure that acceptable results are achieved under extraordinary adverse conditions.

iii. Concentration Risk

A large percentage of the Company''s turnover is derived from South India, where any unfavourable 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. To mitigate this risk, the Company has extended its focus on other geographies viz. Eastern Region, etc and product categories viz. Whisky, Vodka, etc.

27. 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 Company''s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2015-16.

28. VIGIL MECHANISM

The Whistle Blower Policy of the Company, amended by the Board on June 09, 2016 to align the same with the provisions of the Listing Regulations, 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. The Whistle Blower Policy of the Company can be accessed at the Web link: http://www.tilind.com/downloads/ announcements/Whistleblower.pdf

29. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) of the Companies Act, 2013 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 loss 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 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.

30. RESIDUARY DISCLOSURES

i. During the financial year 2015-16, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2015-16, 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 2015-16, 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. During the financial year 2015-16, 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. Hence, disclosure under the provisions of Section 134(3)(l) of the Companies Act, 2013 is not applicable; and

v. During the financial year 2015-16, 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.

31. 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, team work, professionalism and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors

Place : Mumbai Amit Dahanukar

Date : August 12, 2016 Chairman & Managing Director

---

Mar 31, 2015

Dear Members,

The Directors hereby present their 80th Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS

The summary of the Company's financial results for the financial year ended March 31, 2015 and appropriation of divisible profits is furnished below:

(Rs. in million)

Particulars Standalone

Year ended Year ended

31.03.2015 31.03.2014

Revenue from operations 5,513.32 6,160.12

Operating expenditure 4,670.31 4,742.53

Earnings before interest, depreciation and 843.01 1,417.59 amortization, tax(EBIDTA)

Other income 19.80 38.86

Finance costs 823.71 530.46

Depreciation and amortization expenses 270.98 234.22

Profit / (Loss) before tax (231.88) 691.77

Tax expenses 113.14 205.82

Profit / (Loss) for the year (345.02) 485.95

Balance brought forward from previous year 1,502.36 1,133.80

Amount available for appropriation 1,157.34 1,619.75

Appropriations

Adjustment relating to fixed assets 38.65 -

Transferred to general reserve - -

Proposed dividend and tax thereon 0.74 117.39

Balance carried to balance sheet 1,117.95 1,502.36

The Company has tie-up arrangements in some States and in respect of such arrangements, the net turnover of Rs. 879.21 million during the financial year ended March 31, 2015 (P.Y. Rs. 3,195.02 million) has not been treated as sales. However, the surplus generated out of these arrangements is included in the revenue from operations.

With effect from the quarter ended September 30, 2014, the Company is recognizing income on account of entitlement of MVAT and CST refund on quarterly basis and has, accordingly, during the financial year 2014-15 recognized a sum of Rs. 1,152.90 million as income on that account (for the year 2013-14 and 2014-15) as against Rs. 123.76 million in the previous year (for the year 2012-13).

During the financial year 2014-15, the finance costs have increased, mainly, due to increased premium paid on forward exchange contracts and hike in the interest rates by the banks.

During the financial year 2014-15, the Company has revised its accounting policy in respect of depreciation method of its fixed assets, which are now being depreciated on straight line method (SLM) over their expected useful life as against written down value method (WDV) for ensuring more appropriate presentation of the financial statements. Consequent upon retrospective calculation of the depreciation on straight line method, reversal of depreciation expense amounting to Rs. 58.75 million pertaining to previous years has been recorded in the current year's Statement of Profit & Loss.

Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of assets (determined after considering the change in the method of depreciation from WDV to SLM), after retaining the residual value, where the remaining useful life of the asset was determined to be nil as on April 01, 2014 and has adjusted an amount of Rs. 38.65 million net of deferred tax against the opening balance of the Statement of Profit & Loss.

2. OPERATIONAL REVIEW

Operations

The Company is a well established player in the Indian Made Foreign Liquor(IMFL) industry with predominant presence in South India and Canteen Stores Department (CSD). With its diversified brand range and a keen focus on premiumization, the Company has created a distinct identity for itself in the IMFL Segment.

The financial year 2014-15 has turned out to be a tough year for the Company as it faced lots of challenges during the year e.g. supply side limitations in the State of Tamil Nadu driven by bottling constraints, operational disturbances caused due to bifurcation of the State of Andhra Pradesh and restrictions imposed on sales in the Kerala Market. The Company, as a part of its premiumization strategy, focused during the year on selling of high margin semi-premium and premium brands and discontinued various loss making brands in Kerala and CSD. The impact of the same was effected in the sales volume of the Company which has declined during the year by 49% to 8.25 million cases as compared to 16.13 million cases in the previous year.

Due to moderation in revenues, elevated finance costs and increased raw material costs, the profitability during the financial year 2014-15 remained constrained and the Company posted a net loss of Rs. 345.02 million as against a net profit of Rs. 485.95 million in the previous financial year.

While the macro economic situation continues to present challenges, the Company, with the support of its strong, resilient business model, is persistent with its efforts to generate long term growth.

Manufacturing Facilities

The Company has modern manufacturing set up encompassing various manufacturing facilities comprising of 1 owned facility, 4 operating subsidiaries with additional 4 subsidiaries for allied activities, 9 lease arrangements and 13 tie-up units strategically located across India.

The Company is having 100 KLPD molasses based and 100 KLPD grain based distillation plants at Shrirampur (Maharashtra). During the financial year 2014-15, it has increased its own bottling capacity to 0.28 million cases per month with successful completion and commissioning of a new state-of-the-art IMFL bottling facility project based on 'Plant in Plant' concept in Shrirampur.

During the financial year 2014-15, the Company has consciously curtailed the operations of its grain based plant due to increase in the grain prices and has applied to the Government for allowing use of the grain based plant for distillation of molasses along with grain (Dual Feed) to take advantage of the market price of the two feed stocks viz. grain and molasses and is awaiting permission for the same.

The Company stringently monitors all its manufacturing facilities to ensure product consistency and quality.

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 Courier Napoleon Brandy. During the financial year 2014-15, CNB–Green Brandy reported YoY growth and continues to lead the premium plus segment while Mansion House Silk Brandy posted a growth YoY in the super premium Brandy segment.

During the financial year 2014-15, the Company has achieved sales volume of 6.08 million cases in southern region, 1.39 million cases in exports & institutions segment, 0.54 million cases in eastern region and 0.24 million cases in western region. Brandy segment, during the year, has contributed 59%, followed by Whisky, Rum, Vodka & Gin segments, which have contributed 24%, 14% and 3% respectively to the overall sales volume of the Company. Blue Lagoon Gin has become the largest selling premium Gin across the eastern region.

The Company ensures a seamless co-ordination of all its functions not only in production, but also in its supply chain management. 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 that cover large swathes of the Indian market with a strong network of distributors and points of sales covering numerous market segments and geographies with especially pronounced presence in the South, India's largest IMFL consuming geography.

3. DIVIDEND

In view of the loss incurred by the Company during the year, the Directors have not recommended any dividend for the financial year ended March 31, 2015.

4. SHARE CAPITAL

During the financial year 2014-15, the paid up equity share capital of the Company has increased from 123,769,643 equity shares of Rs. 10/- each as on April 01, 2014 to 124,756,115 equity shares of Rs. 10/- each as on March 31, 2015 consequent upon allotment of 986,472 equity shares to option grantees pursuant to exercise by them of vested stock options as per statement given below:

Date Particulars Cumulative No. of Equity Shares

April 01, 2014 Paid up equity shares at the beginning of the year 123,769,643

May 26, 2014 Allotment of 503,195 equity shares 124,272,838

August 14, 2014 Allotment of 284,419 equity shares 124,557,257

November 14, 2014 Allotment of 115,694 equity shares 124,672,951

February 14, 2015 Allotment of 83,164 equity shares 124,756,115

March 31, 2015 Paid up equity shares at the end of the year 124,756,115

5. SUBSIDIARY AND ASSOCIATE COMPANIES

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

Sr. Name of Subsidiary Companies (Stake) Performance No.

(A) FOR OPERATING ACTIVITIES

1 Prang Distillery (P) Ltd. (100%) The net sales, during the financial year 2014-15, of Prang stood at Rs. 1,232.11 million as compared to Rs. 1,207.69 million in the previous year. It has incurred net loss of Rs. 15.23 million during the financial year 2014-15 as compared to net profit of Rs. 58.29 million in the previous year.

Out of the total licensed capacity of Prang, 3.5 million PLs is subleased to Period Ricard India Private Limited (PRIPL) along with part of its manufacturing facility for a period of five years for optimum utilization of its production capacities. It is also vigorously pursuing with the Government for enhancement of its bottling capacities from the current 0.05 million cases to 0.3 million cases per month.

2 Vahni Distilleries Private Limited (100%) The net sales, during the financial year 2014-15, of Vahni stood at Rs. 595.92 million as compared to Rs. 671.62 million in the previous year. It has incurred net loss of Rs. 2.03 million during the financial year 2014-15 as compared to net profit of Rs. 37.04 million in the previous year.

The production capacity of Vahni's plant has been fully utilized in the financial year 2014-15. It is contemplating enhancing its finished goods storage capacity in the financial year 2015-16.

3 Kesarval Springs Distillers Pvt. Ltd. (100%) The net sales, during the financial year 2014-15, of Kesarval stood at Rs. 3.54 million as compared to Rs. 2.09 million in the previous year. It has incurred net loss of Rs. 2.27 million during the financial year 2014-15 as compared to net loss of Rs. 4.64 million in the previous year.

There was no significant increase in production of IMFL during the financial year 2014-15. The Company is exploring the option to hive of the entire stake held by it in Kesarval.

4 PunjabExpo Breweries Private Limited (100%) The net sales, during the financial year 2014-15, of PunjabExpo stood at Rs. 181.55 million as compared to Rs. 309.28 million in the previous year. It has incurred net loss of Rs. 36.62 million during the financial year 2014-15 as compared to net profit of Rs. 4.57 million in the previous year.

PunjabExpo is contemplating purchase of adjacent land for its expansion plans in future.

(B) FOR ALLIED ACTIVITIES

5 Mykingdom Ventures Pvt. Ltd. (100%) During the financial year 2014-15, no activities have been carried out by My kingdom and it has incurred net loss of Rs. 0.02 million during the year as compared to net loss of Rs. 0.02 million in the previous year.

6 Studd Projects P. Ltd. (100%) During the financial year 2014-15, no activities have been carried out by Studied and it has incurred net loss of Rs. 0.01 million during the year as compared to net loss of Rs. 0.01 million in the previous year. 7 Srirampur Grains Pvt. Ltd. (100%) During the financial year 2014-15, no activities have been carried out by Srirampur and it has incurred net loss of Rs. 0.02 million during the year as compared to net loss of Rs. 0.03 million in the previous year.

8 Shivprabha Sugars Ltd. (90%) During the financial year 2014-15, no activities have been carried out by Shivprabha and it has incurred net loss of Rs. 0.37 million during the year as compared to net loss of Rs. 0.42 million in the previous year.

Apart from the abovementioned subsidiary companies, the Company is having one associate company falling under the purview of Section 2(6) of the Companies Act, 2013 viz. Mason And Summers Marketing Service Private Limited in which the Company is having 26% stake. During the financial year 2014-15, no significant changes in its financial performance have taken place as compared to previous year.

The consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2015, prepared in accordance with the Companies Act, 2013 and Accounting Standards AS-21 on consolidated financial statements form part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the Companies Act, 2013. The share of profit/ loss of the associate company being immaterial has not been considered in the abovementioned consolidated financial statements.

In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's 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 Companies Act, 2013, the standalone and consolidated financial statements of the Company along with the documents required to be attached 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.

During the financial year 2014-15, 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.

6. DIRECTORS

At the 79th Annual General Meeting of the Company held on September 27, 2014, Dr. Vishnu Kanhere, Dr. Ravindra Bapat, Mr. C.V. Bijlani, Mr. Madan Goyal and Mr. Ronil Sujan were appointed as Independent Directors, not liable to retire by rotation for a term expiring on March 31, 2019 in accordance with the provisions of Sections 149,152 read with Schedule IV of the Companies Act, 2013 and Mrs. Shivani Amit Dahanukar, who retired by rotation in the said Annual General Meeting in accordance with the provisions of Section 152(6) of the Companies Act, 2013, was also re-appointed as Director, liable to retire by rotation.

Due to his pre-occupancy with other assignments in Singapore, Mr. Ronil Sujan resigned from the directorship of the Company with effect from April 24, 2015. The Board of Directors places on record its appreciation for the valuable services rendered by him during his tenure as Director of the Company.

All the Independent Directors have furnished declaration stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Amit Dahanukar, 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.

In accordance with the provisions of the Clause 49 of the Listing Agreement, his brief profile is furnished in the Notice convening the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment.

7. NOMINATION, REMUNERATION AND EVALUATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Clause 49(IV)(B) of the Listing Agreement, the Board of Directors in its Meeting held on November 14, 2014 has, on the recommendation of Nomination and Remuneration Committee, adopted the Nomination, Remuneration and Evaluation Policy of the Company which 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 are elaborated in the Corporate Governance Report.

8. BOARD EVALUATION

In accordance with the provisions of Section 178(2) and Schedule IV of the Companies Act, 2013 read with Clause 5 of the Nomination, Remuneration and Evaluation Policy of the Company, the annual performance evaluation of the Independent Directors, Executive Directors and Board as a whole (including its Committees) was carried out on February 14, 2015 in the manner given below:

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

ii. Independent Directors in their separate meeting reviewed the performance of Non-Independent Directors and the Board as a whole; 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 Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, 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 in its Meeting held on May 30, 2015 and expressed overall satisfaction on the performance of the Independent Directors, Executive Directors, Chairman and Board as a whole (including its Committees).

9. NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board of Directors held during the financial year 2014-15 are furnished as a part of the Corporate Governance Report.

10. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee comprises of Dr. Vishnu Kanhere, Mr. C.V. Bijlani and Mr. Madan Goyal, Independent Directors of the Company. Dr. Vishnu Kanhere is the Chairman of the Committee and Mr. Gaurav Thakur, Company Secretary is the Secretary to the Committee. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board of Directors.

11. KEY MANAGERIAL PERSONNEL (KMP)

During the financial year 2014-15, appointment of Mr. Srijit Mullick, Chief Financial Officer as KMP was formalized on November 14, 2014 in accordance with the provisions of Section 179(3) read with Section 203 of the Companies Act, 2013.

12. AUDITORS

Statutory Auditors and Statutory Audit Report

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s Batliboi & Purohit, Chartered Accountants were appointed as Statutory Auditors of the Company in the 79th Annual General Meeting held on September 27, 2014 to hold Office from the conclusion of the 79th Annual General Meeting till the conclusion of the 82nd Annual General Meeting of the Company, subject to ratification of their appointment by the Members at every Annual General Meeting held after the 79th Annual General Meeting.

Accordingly, a proposal seeking Members' ratification for the re-appointment of M/s Batliboi & Purohit, Chartered Accountants, as the Statutory Auditors of the Company and for fixing their remuneration for the remaining tenure forms part of the Notice convening the ensuing Annual General Meeting. Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the Company has received consent from them to the effect that their re-appointment, if made, will be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re- appointment. As required under Clause 41 of the Listing Agreement, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Audit Committee and Board of Directors have reviewed their eligibility criteria as laid down under Section 141 of the Companies Act, 2013 and recommended the ratification of their re-appointment as Statutory Auditors for the remaining tenure.

No frauds have been reported by the Statutory Auditors during the financial year 2014-15 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

The Board of Directors refer to the Auditors' observations in the Auditors' Report and as required under Section 134(3)(f) of the Companies Act, 2013, provides its explanation as under:

i. Explanation to Point No. (viii) of the Annexure to the Auditors' Report on Consolidated Financial Statements regarding cash losses incurred during the financial year 2014-15:

Prolonged slowdown in the economy, weak consumer sentiments, supply side limitations in the State of Tamil Nadu driven by bottling constraints, operational disturbances caused due to bifurcation of the State of Andhra Pradesh and restrictions imposed on sales in the Kerala Market has resulted in a considerable decline in the revenue of the Company for the financial year 2014-15.

Moderation in revenues, elevated finance costs and increased raw material costs have resulted in incurring of cash losses by the Company during the financial year 2014-15. The Company is making necessary efforts to reduce its cash losses by improving its performance through aggressively pursuing and implementing various strategies

viz. selling of high margin semi-premium and premium brands, discontinuation of various loss making brands in Kerala and Canteen Stores Department(CSD), exploring alternative supply options in the State of Tamil Nadu and cost reductions initiatives etc.

ii. Explanation to Point Nos. (vii)(a) and (vii)(b) of the Annexure to the Auditors' Report on the Standalone and Consolidated Financial Statements respectively regarding unpaid income tax dues of Rs. 99.33 million for the Assessment Year 2014-15:

Income tax dues of Rs. 99.33 million for the Assessment Year 2014-15 are yet to be paid by the Company as liquidity constraints are being faced by it due to the cash losses incurred during the financial year 2014-15. The Company is taking necessary measures to clear the abovementioned dues on priority basis.

iii. Explanation to Point Nos. (vii)(a) and (ix) of the Annexure to the Auditors' Report on the Standalone and Consolidated Financial Statements respectively regarding slight delay in few cases in deposit of undisputed statutory dues and payment of principal and interest to Banks:

During the financial year 2014-15, slight delay had occurred in depositing of undisputed statutory dues in few cases and also, payment of Rs. 42.25 million due on March 26, 2015 to Banks on account of principal and interest was made by the Company on April 10, 2015 due to temporary mismatch in cash flows at that point of time.

Cost Auditors and Cost Audit Report

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s P. D. Phadke & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2015-16 at a remuneration of Rs. 1,50,000/- plus service tax as applicable and re-imbursement of out of pocket expenses as may be incurred by them for conducting the Cost Audit subject to ratification of such remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a resolution seeking Members' ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.

The Company has fled the Cost Audit Report for the financial year ended March 31, 2014 on September 29, 2014. The Cost Audit Report for the financial year ended March 31, 2015 shall be fled in due course.

Secretarial Auditors and Secretarial Audit Report

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Ragini Chokshi & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2015-16.

The Secretarial Audit Report for the financial year ended March 31, 2015 is set out in Annexure 'A' to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditors and Internal Audit Report

The Company is having M/s Devdhar Joglekar & Srinivasan, Chartered Accountants as its Internal Auditors in accordance with the provisions of Section 138(1) of the Companies Act, 2013. 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 CONSERVA- TION 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 Companies Act, 2013 read with Rule 8 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 Companies Act, 2013 read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure 'C' and 'D' to this Report.

15. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as required under the provisions of Section 134(3)(a) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure 'E' to this Report.

16. EMPLOYEE STOCK OPTION SCHEMES

The Company has implemented ESOP Scheme 2008, ESOP Scheme 2010 and ESOP Scheme 2012 compliant with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 [applicable till October 27, 2014] and SEBI (Share Based Employee Benefits) Regulations, 2014 [applicable from October 28, 2014] 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. No changes have taken place in these Schemes during the financial year 2014-15.

The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 are set out in Annexure 'F' to this Report. A certificate from the Statutory Auditors of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to ensure a healthy environment and empowered community around it and has, accordingly, adopted a triple bottom line approach of people, planet and profit. The Company has embraced the United Nation's (UN) Millennium Development Goals (MDG) and directs its efforts towards Poverty Reduction, Health, Education and Environment Conservation. Details of the CSR projects, programs or activities undertaken by the Company during the financial year 2014-15 are provided in CSR Report annexed hereto and form an integral part of the Annual Report.

The shortfall in the budgeted CSR expenditure during the financial year 2014-15 relates to certain CSR projects of ongoing nature undertaken by the Company spanning over multiple years and the same is being spent by the Company across the life of these projects

The Annual Report on CSR activities as required under Section 134(3)(o) of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is set out in Annexure 'G' to this Report and is also accessible on Company's website at weblink: http://www.tilind. com/corporateResponsibilities.htm

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report containing the details as required under Clause 49 (VIII)(D)(1) of the Listing Agreement is annexed hereto and forms an integral part of this Report.

19. CORPORATE GOVERNANCE REPORT

A separate Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming the compliance of the conditions of corporate governance by the Company as required under Clause 49 of the Listing Agreement 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

In accordance with the provisions of Section 134(3) (g) read with Section 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 is 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 constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

22. FIXED DEPOSITS

As on April 01, 2014, the Company was not having any outstanding deposits falling under the scope of Chapter V of the Companies Act, 2013 and it has not accepted any deposits covered under said Chapter during the financial year 2014-15. As on March 31, 2015, the Company was not having any outstanding deposit falling under the scope of said Chapter.

23. DETAILS OF UNCLAIMED BONUS SHARES IN TERMS OF CLAUSE 5A(II) OF THE LISTING AGREEMENT

Details in respect of unclaimed bonus shares lying in dematerialized form in the 'Tilaknagar Industries Ltd.- Unclaimed Suspense Account' as required under the provisions of Clause 5A(II) of the Listing Agreement are as under:

Particulars Bonus Issue – 2009 Bonus Issue – 2010

No. of No. of No. of No. of

Members Shares Members Shares

Aggregate number of Members and the outstanding shares in 1,112 62,478 1,177 197,866 the suspense account lying at the beginning of the year

Number of Members who approached the Company for transfer 1 100 1 300 of shares from suspense account during the year

Number of Members to whom shares were transferred from 1 100 1 300 suspense account during the year

Aggregate number of Members and the outstanding shares in 1,111 62,378 1,176 197,566 the suspense account lying at the end of the year*

* The voting rights on the shares outstanding in the suspense account as on March 31, 2015 shall remain frozen till the rightful owner of such shares claims the shares.

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with the provisions of Sections 205A(5) read with 205C of the Companies Act, 1956, an amount of Rs. 109,913 being dividend for the financial year 2006- 07 lying unclaimed for a period of 7 years was transferred by the Company on September 20, 2014 to the Investor Education and Protection Fund.

Details of the unclaimed amounts lying with the Company as on September 27, 2014 (date of last Annual General Meeting) as required under the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 have been uploaded on the website of the Company i.e. www.tilind.com and also on the Ministry of Corporate Affairs' website.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15, the Company has not entered into any contracts or arrangements with related parties falling under the purview of Section 188(1) of the Companies Act, 2013. Hence, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

26. RISK MANAGEMENT

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has adopted a Risk Management Policy to identify and evaluate elements of business risks. The Policy defnes 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 Risk Management Committee has been entrusted with the responsibilities of developing risk mitigation plans, implementing risk reduction/mitigation strategies and reviewing the effectiveness of the Risk Management Policy.

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

i. Regulatory Risk

The IMFL industry is a high-risk industry, primarily on account of high taxes and innumerable regulations governing it. As a result, liquor companies sufer from low pricing flexibility and have underutilized capacities, which, in turn, may lead to low margins. To mitigate this risk, the Company complies with all the applicable rules and regulations in all the States where it is present.

ii. Strategic Risk

The Company's strategy and its execution is dependent on uncertainties and untapped opportunities. To mitigate this risk, the Company has adopted resilient policies which not only allow the Company to maximize opportunities under normal conditions but also ensure that acceptable results are achieved under extra-ordinary adverse conditions.

iii. Concentration Risk

A large percentage of the Company's turnover is derived from South India, where any unfavourable 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. To mitigate this risk, the Company has extended its focus on other geographies viz. Eastern Region, etc. and product categories viz. Whisky, Vodka, etc.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors 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 of Directors is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the financial year 2014-15.

28. VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy to provide a 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. The Whistle Blower Policy of the Company can be accessed at the Weblink: http:// www.tilind.com/downloads/pdf/Whistleblower.pdf.

29. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) of the Companies Act, 2013, 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 loss 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 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.

30. RESIDUARY DISCLOSURES

i. During the financial year 2014-15, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

ii. During the financial year 2014-15, 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 2014-15, 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. During the financial year 2014-15, 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. Hence, disclosure under the provisions of Section 134(3)(l) of the Companies Act, 2013 is not applicable; and

v. During the financial year 2014-15, 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.

31. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co- operation 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, team work, professionalism and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors

Place : Mumbai Amit Dahanukar

Date : August 14, 2015 Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 79th Annual Report along with the audited financial statements of the Company for the financial year ended March 31,2014.

1. FINANCIAL RESULTS AND OPERATIONAL REVIEW

Financial Results

The financial performance of the Company for the financial year ended March 31,2014 is summarized below:

Rs. in million, except per share data)

Particulars Consolidated

Year ended Year ended 31.03.2014 31.03.2013

Total Revenue 8,284.63 7,545.84

Earnings before interest, depreciation 1,741.46 1,727.68 and tax (EBIDTA)

Profit before tax 845.38 850.37

Profit after tax 582.56 605.96

Surplus brought from last year 1,324.29 832.05

Profit available for appropriations 1,906.85 1,438.01

Transfer to general reserves - -

Proposed dividend and tax thereon 117.39 113.72

Surplus carried to balance sheet 1,789.46 1,324.29

Earnings per share of Rs. 10/- each

(a) Basic 4.75 5.02

(b) Diluted 4.66 4.86

Particulars Standalone

Year ended Year ended 31.03.2014 31.03.2013

Total Revenue 6,198.98 5,713.62

Earnings before interest, depreciation 1,456.45 1,494.93 and tax (EBIDTA)

Profit before tax 691.77 719.72

Profit after tax 485.95 503.43

Surplus brought from last year 1,133.80 744.09

Profit available for appropriations 1,619.75 1,247.52

Transfer to general reserves - -

Proposed dividend and tax thereon 117.39 113.72

Surplus carried to balance sheet 1,502.36 1,133.80

Earnings per share of Rs. 10/- each

(a) Basic 3.96 4.17

(b) Diluted 3.89 4.04

The Company has tie-up arrangements in some States and in respect of such arrangements, turnover of Rs. 6,643.08 million during the financial year 2013-14 (Rs. 5,401.34 million in the last financial year) has not been treated as sales. However, the surplus generated out of these arrangements is included in the total revenue.

The total revenue for the year ended March 31, 2014 includes Rs. 123.76 million on account of entitlement of MVAT and CST refund for the previous year 2012-13 as compared to Rs. 109.84 million included in the year ended March 31,2013 for the year 2011-12 pursuant to the grant of Mega Project Status under Package Scheme of Incentives, 2007 by the Government of Maharashtra vide its eligibility certificate dated April 11,2012.

Operational Review

The Company believes in growing in a balanced manner with a combination of volumes and profitability. As a result, the Company has evolved to become a name to reckon within the Indian alcoholic beverages industry characterized by a robust portfolio of brands including iconic brands such as 'Mansion House' and 'Courrier Napoleon' supported by a loyal and growing customer base.

During the financial year 2013-14, the Company continued its drive towards sustainable growth and witnessed a volume growth of 17% translating to 16.13 million cases as compared to 13.80 million cases in the financial year 2012-13 driven by its concentrated efforts to capitalize the strong portfolio of brands through a well spread distribution network along with focus on brand development.

The Brandy segment of the Company continued to be at forefront contributing 55%, followed by Whisky and Rum segments, which have contributed 22% each to the overall sales volume of the Company. The sales volume in Brandy segment has increased by 24% to 8.80 million cases as compared to 7.08 million cases in the last financial year. The sales volume in Whisky segment has increased by 9% to 3.58 million cases as compared to 3.28 million cases in the last financial year. The sales volume in Rum segment grew by 9% to 3.57 million cases as compared to 3.28 million cases in the last financial year. In other segments, 0.18 million cases were sold as compared to 0.16 million cases sold in the last financial year.

The Company is predominantly present in southern region with sales volume of 12.85 million cases which has grown by 19% as compared to 10.84 million cases in the last financial year. The sales volume in eastern region increased to 0.66 million cases as compared to 0.53 million cases in the last financial year, an impressive increase of 25% Sales volume in western region grew by 20% to 0.34 million cases as compared to 0.28 million cases in the last financial year. Export and Institution segment grew by 6% to 2.28 million cases compared to 2.15 million cases in last financial year.

Despite the lower sales of brands in the State of Tamil Nadu due to lower supply on account of constrains faced by the bottlers, the Company has garnered total revenue of Rs. 8284.63 million during the financial year 2013-14 as compared to Rs. 7545.84 million in the last financial year driven by its premiumization strategy, healthy increase in volumes in other States combined with the efforts to reach a wider consumer base, sustained brand development and marketing effort. The escalated ENA costs coupled with increased sales and distribution costs and hedging cost on forex loans have impacted profitability resulting in a marginal decrease in profit before tax from Rs. 850.37 million to Rs. 845.38 million. Accordingly, the profit after tax for the financial year 2013-14 stood at Rs. 582.56 million as compared to Rs. 605.96 million in the last financial year.

While the macro economic situation continues to present challenges, the Company, with the support of a strong, resilient business model, is persistent with its efforts to grow at a pace which is sustainable and profitable.

2. SIGNIFICANT DEVELOPMENTS

During the financial year 2013-14:

* The Company has acquired the IMFL business of IFB Agro Industries Ltd. ("IFB"), Kolkata including two of its most popular brands in Eastern Indian Markets of West Bengal, Assam and Odisha i.e. "Volga" Vodka and "Blue Lagoon" Gin. The acquisition is a strategic fit to Company's plans to fortify its presence in East and offer a diversified portfolio of liquor, particularly white spirit products;

* White House XXX Matured Rum, which was launched in the month of March 2012 has become the 3rd home-grown Millionaire Brand of the Company;

* The Company has got new aesthetic and visually appealing packaging of Mansion House French Brandy designed from London based internationally reputed brand design agency for introduction in the markets;

* Senate Royale Whisky has become the leading Whisky in the State of Odisha in the semi-premium segment;

* The expansion of the entire bottling line capacity at Shrirampur is expected to be commissioned in its entirety in the financial year 2014-15; and

* In line with its strategy to concentrate on its core business, the Company has exited from the P. P. Caps manufacturing business by divesting the entire stake held by it in P. P. Caps Pvt. Ltd., wholly owned subsidiary and the same has ceased to be subsidiary of the Company w.e.f. January 16, 2014.

3. DIVIDEND

The Board of Directors has recommended a dividend of Rs. 0.80 (Eighty Paisa only) per equity share of Rs. 10/- each (8%) for the financial year ended March 31, 2014 entailing a payout of Rs. 117.39 million(inclusive of tax of Rs. 17.70 million). The payment of the aforesaid dividend is subject to approval of the shareholders at the ensuing Annual General Meeting of the Company and if declared, shall be paid to the shareholders on or before October 04, 2014.

4. SHARE CAPITAL

During the financial year 2013-14, the Company has issued and allotted 1,029,778 equity shares under ESOP Scheme-2008; 574,595 equity shares under ESOP Scheme-2010 and 285,135 equity shares under ESOP Scheme-2012, upon exercise of vested stock options by the option grantees.

The issued, subscribed and paid-up equity share capital of the Company as on March 31,2014 stood at Rs. 1237.70 million, comprising of 123,769,643 equity shares of Rs. 10/- each.

5. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance, key events of the year, industry scenario, risk and future outlook of the Company and its businesses as stipulated in Clause 49 of the Listing Agreement is given in the Management Discussion and Analysis Report annexed hereto forming part of the Annual Report.

6. SUBSIDIARY COMPANIES

As a part of its strategy to concentrate on its core business of manufacturing branded alcoholic beverages and spending quality management time on the same, the Company has divested the entire stake held by it in P.P. Caps Pvt. Ltd., its wholly owned subsidiary on January 16, 2014. Consequently, P.P. Caps Pvt. Ltd. has ceased to be subsidiary of the Company w.e.f. January 16, 2014.

As on March 31,2014, the Company was having following 8 subsidiaries:

SUBSIDIARIES

For Operating Activities

Name Stake

Prag Distillery(P) Ltd. 100%

Vahni Distilleries Private Limited 100%

Kesarval Springs Distillers Pvt. Ltd. 100%

Punjab Expo Breweries Private Limited 100%

For Allied Activities

Name Stake

Mykingdom Ventures Pvt. Ltd. 100%

Studd Projects P. Ltd. 100%

Shrirampur Grains Pvt. Ltd. 100%

Shivprabha Sugars Ltd. 90%

7. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under Clause 32 of the Listing Agreement and in accordance with the requirements of Accounting Standard (AS-21) prescribed by the Institute of Chartered Accountants of India, the consolidated financial statements of the Company together with Auditors' Report thereon are annexed to the Annual Report.

In accordance with the general circular no. 2/2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, the annual accounts of these subsidiary companies are not being attached with the balance sheet of the Company. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any Member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company include the financial results of its subsidiary companies.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached to the accounts.

8. DIRECTORS

Dr. Vishnu Kanhere, Dr. Ravindra Bapat, Mr. C.V. Bijlani, Mr. Madan Goyal, Independent Directors of the Company were appointed at various times pursuant to the erstwhile applicable provisions of the Companies Act, 1956. Mr. Ronil Sujan was appointed as an Additional Director (Non-Executive and Independent Director) by the Board of Directors on October 31,2013 and his term is expiring at the ensuing Annual General Meeting.

In terms of Section 149, 150 and other applicable provisions of the Companies Act, 2013 read with Rules made there under, the provisions regarding retirement by rotation shall not apply to Independent Directors. In order to comply with the statutory requirements, the proposals are placed in the ensuing Annual General Meeting for the appointment of Independent Directors under the provisions of Section 149 of the Companies Act, 2013.

The Company has received requisite notices under Section 160 of the Companies Act, 2013 from a Member proposing the candidatures of Dr. Vishnu Kanhere, Dr. Ravindra Bapat, Mr. C.V. Bijlani, Mr. Madan Goyal and Mr. Ronil Sujan for appointment as Independent Directors at the ensuing Annual General Meeting. The Company has also received their consent to act as Director along with declaration regarding their meeting with the criteria of independence.

The Board recommends their appointment as Independent Directors of the Company, not liable to retire by rotation under the provisions of Section 149 of the Companies Act, 2013 for a term expiring on March 31,2019.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Shivani Amit Dahanukar, Executive Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board also recommends her re-appointment.

A brief profile of the Directors seeking appointment/ re-appointment is furnished as a part of the Corporate Governance Report pursuant to the provisions of Clause 49 of the Listing Agreement.

Mr. V. B. Haribhakti, Independent Director of the Company has expressed his unwillingness to seek re-appointment as Director of the Company in the ensuing Annual General Meeting on account of his advancing age. The Board places on record its appreciation for the valuable services rendered by him during his tenure of more than three decades as Director of the Company.

9. AUDITORS

Statutory Auditors

The present tenure of M/s Baltiboi & Purohit, Chartered Accountants, the Statutory Auditors of the Company is expiring at the conclusion of the ensuing Annual General Meeting. They are proposed to be re-appointed as Statutory Auditors of the Company from the conclusion of the ensuing 79th Annual General Meeting till the conclusion of the 82nd Annual General Meeting of the Company, subject to ratification of the appointment by the shareholders at every AGM held after the ensuing AGM in accordance with the provisions of Section 139(2) and rules made there under.

As per the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Baltiboi & Purohit, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under and they satisfy the criteria stipulated under the provisions of Section 141 of the Companies Act, 2013.

The Audit Committee and Board have reviewed their eligibility criteria, as laid down under Section 141 of the Companies Act, 2013 and recommended their appointment as Statutory Auditors for the aforesaid period.

Auditors' Report

The Auditors' Report for the financial year ended March 31, 2014 does not contain any qualification. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Cost Auditors

The Company has filed the Cost Audit Report for the financial year ended March 31, 2013 with respect to cost records maintained by it relating to manufacturing of Industrial Alcohol on September 27, 2013. The Company has also filed the Compliance Report for the financial year ended March 31, 2013 with respect to cost records maintained under Rule 5 of the Companies Cost Accounting Records (Sugar Industry) Rules, 2011 relating to production, processing or manufacturing of products other than "Industrial Alcohol" on September 27, 2013.

The Cost Audit Report for the Financial Year 2013-14 shall be filed in due course.

Secretarial Auditors

As a good corporate governance practice, the Company has got its secretarial records and documents audited from M/s Ragini Chokshi & Associates, Practicing Company Secretaries voluntarily and their report for the financial year 2013-14 confirms that the Company has complied with the applicable provisions of the Companies Act, 1956, the Companies Act, 2013, Depositories Act, 1996, Listing Agreement with the Stock Exchanges and all other applicable regulations and guidelines issued by Securities and Exchange Board of India.

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Ragini Chokshi & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2014-15.

10. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governance under Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on corporate governance together with a certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms part of this Report.

11. STATUTORY STATEMENTS

Particulars of Employees, Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure 'A' to this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, names and other particulars of employees are set out in Annexure 'B' to this Report.

Employee Stock Option Schemes

With an objective of enabling the Company to reward and retain the qualified and skilled professionals and to give an opportunity to employees to participate in the growth of Company, the Company has implemented ESOP Scheme - 2008, ESOP Scheme - 2010 and ESOP Scheme - 2012, in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines'). The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the said Schemes.

The relevant disclosures in compliance with the Clause 12 of the SEBI Guidelines, as amended, are set out in Annexure 'C' to this report.

The Company has received a certificate from the Statutory Auditors of the Company to the effect that the Schemes have been implemented in accordance with the SEBI Guidelines and the respective resolutions passed by the shareholders.The Certificate will be placed at the Annual General Meeting for inspection by the shareholders.

Fixed Deposits

Pursuant to the provisions of Section 205C(2)(c) of the Companies Act, 1956, a fixed deposit of Rs. 4,000/- (Rupees Four Thousand) lying unclaimed with the Company for seven years was transferred to the Investor Education & Protection Fund (IEPF) of the Central Government on March 15, 2014.

The Company has not accepted any fixed deposits during the year. The Company is not having any outstanding deposit falling within the scope of Section 58A of the Companies Act, 1956 as on March 31,2014.

Details of Unclaimed Bonus Shares in terms of Clause 5A(II) of the Listing Agreement

Pursuant to the provisions of Clause 5A(II) of the Listing Agreement, details in respect of unclaimed bonus shares lying in dematerialized form in the 'Tilaknagar Industries Ltd.-Unclaimed Suspense Account, are as under:

*The voting rights on the shares outstanding as on March 31,2014 in the suspense account shall remain frozen till the rightful owner of such shares claims the shares.

Transfer of Amounts to Investor Education & Protection Fund

Pursuant to the provisions of Sections 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unclaimed amounts lying with the Company as on September 11, 2013 (date of last Annual General Meeting) on the website of the Company i.e. www. tilind.com, as also on the Ministry of Corporate Affairs' website.

Directors' Responsibility Statement

Pursuant to requirements of Section 217(2AA) of the Companies Act, 1956, and on the basis of the information furnished to them by the Statutory Auditors and management, the Directors state that:

a. in 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 accounting 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, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; and

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

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is a continuous commitment of the Company for overall economic development and well being of the society. CSR plays an important role in sustainable growth of the Company and ensures that the Company discharges its duties towards development of the society.

The Board of Directors of the Company has constituted a CSR Committee during the year and entrusted it the responsibility of formulating and recommending to it, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, ensuring that the activities as are included in CSR Policy are undertaken by the Company, preparing a transparent monitoring mechanism for ensuring implementation of the CSR activities and recommending to the Board, the amount to be spent on CSR activities every year.

A separate section on initiatives taken by the Company to fulfill its Corporate Social Responsibility (CSR) is annexed hereto and forms part of the Annual Report.

13. ACKNOWLEDGEMENTS

The Directors wish to acknowledge and place on record their appreciation to all stakeholders - customers, bankers, lenders, vendors and all other business associates for the continuous co-operation and excellent support given by them to the Company. The Directors also wish to extend their sincere gratitude to all the regulatory authorities like SEBI, Stock Exchanges, Registrar of Companies, NSDL, CDSL and other government and regulatory agencies for their support.

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

The Directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board of Directors

Place : Mumbai Amit Dahanukar Date : May 26, 2014 Chairman & Managing Director

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Mar 31, 2013

Dear Members

The Directors are pleased to present their 78th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2013 is summarized below:

in million, except per share data)

Particulars Consolidated Standalone

Year ended Year ended Year ended Year ended 31.03.2013 31.03.2012 31.03.2013 31.03.2012

Total Revenue 7,545.84 5,555.48 5,713.62 4,587.27

Profit before interest, depreciation and tax (EBIDTA) 1,727.68 1,484.82 1,494.93 1,334.36

Profit before tax 850.37 700.01 719.72 580.64

Profit after tax 605.96 471.61 503.43 387.54

Surplus brought from last year 832.05 472.15 744.09 468.26

Profit available for appropriations 1,438.01 943.76 1,247.52 855.80

Transfer to general reserves - - - -

Proposed dividend and tax thereon 113.72 111.71 113.72 111.71

Surplus carried to balance sheet 1324.29 832.05 1133.80 744.09

Earnings per share of Rs. 10/- each

(a) Basic 5.02 4.08 4.17 3.35

(b) Diluted 4.86 4.02 4.04 3.30

The Company has tie-up arrangements in some States and in respect of such arrangements, turnover of Rs. 5,401.34 million during the financial year 2012-13 (Rs. 6,896.02 million in the last financial year) has not been treated as sales. However, the surplus generated out of these arrangements is included in the total revenue.

During the year, the Company has recognized Rs. 109.84 million as income on account of MVAT and CST refunds received with respect to sales made in the State of Maharashtra in the financial year 2011-12 pursuant to Mega Project Status conferred on its manufacturing facilities under Package Scheme of Incentives (PSI), 2007.

DIVIDEND

The Directors are pleased to recommend a final dividend of Rs. 0.80 (eighty paisa only) per equity share of Rs. 10/- each (8%) for the financial year 2012-13. The dividend, if approved by the Members, will entail a payout of Rs. 113.32 million including dividend distribution tax ofRs. 15.82 million and will be paid on or before September 18, 2013.

OPERATIONS

The Company is one of the fastest growing liquor companies in India with a significant presence in South India (largest liquor market) and is a well established name in Canteen Stores Department (CSD). During the year under review, the Company has achieved sales volume of 13.80 million cases as compared to 13.24 million cases in the financial year 2011-12 on consolidated basis, registering an increase of 4% despite the problems faced by the industry in the State of Tamil Nadu, which accounts for sizable part of the Company''s business. The Company''s sustained and systematic drive in premiumizing its products has helped it to carve its niche within the segment.

During the year under review, Brandy segment has contributed 51%, followed by Whisky and Rum segments, which have contributed 24% each to the overall sales volume of the Company. The Mansion House Brandy continues to be the flagship brand of the Company. White House Rum, Company''s newest entrant in the Rum segment has already achieved sales volume of more than 5 lac cases whereas, Madiraa Rum, the millionaire brand of the Company witnessed growth of 10% during the year. Mansion House continues to be a strong driver of the Whisky portfolio in unison with BLACPOWER Grain Whisky, which has increased its pan Indian presence and is now present across 9 States. Savoy Club Orange Gin, launched in the month of August 2012, has garnered a market share of 22% in six months of its launch in West Bengal market.

With respect to geographical expansion, the Company has emerged as the second largest listed Company in South and also in key States of East. South has contributed 75% of the total sales volume followed by CSD which has contributed 16%. East, which has contributed 4% to the Company''s overall sales volume, is the least penetrated and high margin market in the IMFL industry and the Company is focusing on improving its presence in East.

SIGNIFICANT DEVELOPMENTS

During theyear under review, following significant developments took place:

- The Company has signed an agreement with Pernod Ricard India Pvt. Ltd.(PRIPL) to manufacture PRIPL products at its bottling facilities in the States of Maharashtra and Andhra Pradesh.

- The Company has acquired 26% stake in Mason & Summers Marketing Services Pvt. Ltd., which is engaged in the sales, marketing and distribution of the branded products of Mohan Meakin Ltd. and its affiliates including iconic brand "OLD MONK RUM" in North and East India.

- The Company has entered into Trademark assignment agreement with Mohan Breweries and Distilleries Ltd. for assignment of their well established trademarks - "Brigadier''s No. 1 Brandy" and "Vorion No. 1 Indian Brandy".

- Prag Distillery(P) Ltd., the wholly owned subsidiary of the Company has entered into an arrangement with PRIPL for subleasing of part of its total licensed capacity and leasing out part of its manufacturing facility to PRIPL for a period of five years to take advantage of its unutilized production capacities.

- The Company has commenced construction work for the State of Art IMFL bottling facility at Shrirampur, for catering the increased production load.

DIRECTORS

Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Dr. Vishnu Kanhere and Dr. Ravindra Bapat, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief profile of the Directors seeking re-appointment covering nature of their expertise in specific functional areas, the names of the companies in which they hold directorship and committee membership is furnished as a part of the Corporate Governance Report. The Board of Directors recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217(2AA) of the Companies Act, 1956, and on the basis of the information furnished to them by the Statutory Auditors and management, the Directors confirm that:

a. in 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 accounting 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, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; and

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

SHARE CAPITAL

During the year, the Company has issued and allotted 810,151 equity shares under ESOP Scheme - 2008 and 1,068,212 equity shares under ESOP Scheme - 2010, upon exercise of vested stock options.

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2013 stood at Rs. 1218.80 million, comprising of 121,880,135 equity shares of Rs. 10/- each.

EMPLOYEE STOCK OPTION SCHEMES

With an objective of enabling the Company to reward and retain the qualified and skilled professionals and to give an opportunity to employees to participate in the growth of Company, the Company has implemented ESOP Scheme- 2008, ESOP Scheme - 2010 and ESOP Scheme - 2012, in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines''). The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the said Schemes.

The relevant disclosures in compliance with the Clause 12 of the SEBI Guidelines, as amended, are set out in Annexure ''C to this report.

The Company has received a certificate from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Guidelines and the respective resolutions passed by the Members. The Certificate will be placed at the Annual General Meeting for inspection by the Members.

SUBSIDIARY COMPANIES

In past few years, the Company has acquired various companies to strengthen its bottling capacities and also to integrate both forward and backward, besides strengthening in house processes. This has, in turn, helped the Company in gaining greater control over the operational aspects.

As on March 31, 2013, the Company was having following 9 subsidiaries:

Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached to the accounts.

In accordance with the general circular no. 2/2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, the annual accounts of these subsidiary companies are not being attached with the balance sheet of the Company. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any Member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company includes the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under Clause 32 of the Listing Agreement and in accordance with the requirements of Accounting Standard (AS-21) prescribed by the Institute of Chartered Accountants of India, the consolidated financial statements of the Company together with Auditors'' Report thereon are annexed to the Annual Report.

AUDITORS AND AUDITORS'' REPORT

M/s. Batliboi & Purohit, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends their re-appointment as Statutory Auditors.

The observations and comments given in the Auditors'' Report read together with notes to accounts are self-explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the industry specific cost audit order no. 52/26/CAB- 2010 dated November 06, 2012 of the Central Government, the Company is required to get its cost records for the financial year 2013-14 audited in respect of "Alcoholic Beverages" and "Industrial Alcohol" being manufactured by it.

Pursuant to the provisions of Section 233B(2) of the Companies Act, 1956 and subject to the approval of the Central Government, the Board of Directors on the recommendation of the Audit Committee has appointed M/s. P. D. Phadke & Associates, Cost Accountants as Cost Auditors for conducting the Cost Audit of the cost records maintained by the Company relating to manufacturing of Alcoholic Beverages'' and ''Industrial Alcohol'' for the financial year 2013-14.

The Company has filed the Cost Audit Report for the financial year 2011-12 with respect to cost records maintained by it relating to manufacturing of Industrial Alcohol on January 30, 2013, well before the due date of filing.

The due date for filing the Cost Audit Report for the financial year 2012-13 is September 27, 2013 and the same shall be filed in due course.

SECRETARIAL AUDIT REPORT

M/s. Ragini Chokshi & Associates, Practicing Company Secretaries have conducted Secretarial Audit for the financial year 2012-13 and have submitted the Report confirming compliance with the applicable provisions of the Companies Act, 1956 and other rules and regulations issued by SEBI/other relevant authorities.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The Company is in substantial compliance of the provisions of the voluntary guidelines on corporate governance issued by Ministry of Corporate Affairs in the year 2009, a benchmark for the corporate sector in achieving the highest standard of corporate governance.

The Report on corporate governance alongwith the Statutory Auditors'' Certificate regarding compliance of the conditions of corporate governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

In terms of sub-clause (V) of Clause 49 of the Listing Agreement, a certificate from Chairman & Managing Director and Officiating Head of Finance of the Company, inter-alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance, key events of the year, industry scenario, risk and future outlook of the Company and its businesses as stipulated in Clause 49 of the Listing Agreement is given in the Management Discussion and Analysis Report annexed hereto and forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The year 2012-13 was a humbling year of achievements for the Company''s CSR team. Not only did, the Company initiate new approaches to address persistent social issues, but also made some partnerships that will go a long way in ensuring the sustainability of its efforts.

A separate section on initiatives taken by the Company to fulfill its Corporate Social Responsibility (CSR) is annexed hereto and forms part of the Annual Report.

PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Details with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo, as required under Section 217(1 )(e), read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure ''A'' to this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, names and other particulars of employees are set out in Annexure ''B'' to this Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits within the scope of Section 58A of the Companies Act, 1956 during the year.

As on March 31, 2013, there was one matured deposit aggregating to Rs. 4,000/- (Rupees Four Thousand Only), which has not been claimed by the depositor upto the date of this Report. During the year, the Company has repaid an amount of Rs. 10,000/-(Rupees Ten Thousand Only) lying unclaimed with the Company, on receipt of request from the concerned depositor in this regard.

There are no unclaimed deposits/interest on deposits lying unclaimed with the Company for more than seven years, which may be transferred to Investor Education & Protection Fund pursuant to sub section 2(c) of Section 205C of the Companies Act, 1956.

DETAILS OF UNCLAIMED BONUS SHARES IN TERMS OF CLAUSE 5A(II) OF THE LISTING AGREEMENT

Pursuant to the provisions of Clause 5A(II) of the Listing Agreement, the Company reports the following details in respect of equity shares lying in the Tilaknagar Industries Ltd.- Unclaimed Suspense Account, which were issued in physical form:

Particulars Bonus Issue - 2009 Bonus Issue - 2010

No. of No. of No. of No. of share holders Shares share holders Shares

Aggregate number of shareholders and the 1,116 63,752 1,179 198,088 outstanding shares in the suspense account lying at the beginning of the year

Number of shareholders who approached issuer for 1 1,000 Nil Nil transfer of shares from suspense account during the year

Number of shareholders to whom shares were 1 1,000 Nil Nil transferred from suspense account during the year

Aggregate number of shareholders and the 1,115 62,752 1,179 198,088 outstanding shares in the suspense account lying at the end of the year*

* The voting rights on the shares outstanding in the suspense accounts as on March 31, 2013 shall remain frozen till the rightful owner of such shares claims the shares.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unclaimed amounts lying with the Company as on September 21, 2012 (date of last Annual General Meeting) on the website of the Company i.e. www.tilind.com, as also on the Ministry of Corporate Affairs website.

SUSTAINABILITY

The Company''s main focus is to expand the implementation of sustainable exercises for environment protection with each passing year. As part of the environment protection initiative, it is exploring the use of spent wash in brick making and in irrigation and also use of fly ash in cement manufacturing. It is expected that by the next financial year, the Company will have some breakthrough in the above areas and will be successful in commercializing the same.

The Company has also taken sustainable initiatives such as energy generation through solar and gobar gas plants, water harvesting, vermi-composting and soil improvement activities, garbage re-cycling and most important of all tree plantations.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to investors, bankers, customers, suppliers, auditors for their continued support during the year. Your Directors extend their sincere gratitude to all the regulatory authorities like SEBI, Stock Exchanges, Registrar of Companies and other Central and State Government authorities/agencies for their support.

Your Directors place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

For and on behalf of the Board of Directors

Place : Mumbai Amit Dahanukar

Date : May 30, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors are pleased to present the Seventy Seventh Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2012 is summarized below:

(Rs. in millions)

Particulars Consolidated Standalone

year ended year ended year ended year ended 31.03.2012 31.03.2011 31.03.2012 31.03.2011

Total Revenue 5,555.48 4,709.52 4,587.27 3,517.77

Profit before interest, depre ciation and tax (EBIDTA) 1,484.82 1,161.73 1,334.36 1,036.17

Profit before tax 700.01 643.30 580.64 566.80

Profit after tax 471.61 395.74 387.54 349.01

Surplus brought from last year 472.15 538.93 468.26 581.77

Profit available for appropriations 943.76 934.67 855.80 930.78

Transfer to general reserves - 355.00 - 355.00

Proposed dividend and tax thereon 111.71 107.52 111.71 107.52

Balance carried to balance sheet 832.05 472.15 744.09 468.26

The performance of your Company during the financial year is consistent with its planned efforts. It is maintaining its upward trajectory in volume growth ahead of the alcove industry with an equal attention on its financial performance. During the year, the sales volume has increased by 22% and stood at an impressive 13.24 million cases as compared to 10.86 million cases in the financial year 2010-11 on consolidated basis led by an enhanced brand bouquet and penetration in new and existing geographies through mass brands. The Company has franchisee arrangements in some states and in respect of such arrangements, turnover of Rs. 6,896.02 million (Rs. 8,308.30 million in the last financial year) has not been treated as sales. However, the surplus generated out of these arrangements is included in the total revenue. The growth achieved bears witness to the appeal of the TI's brand portfolio catering to wide audience and reaching across various product segments and price points.

While driving volume growth in the IMFL segment has always been the endeavor of the Company, it has simultaneously focused its efforts on margin performance too. Consequently, as a result of the increase in the volumes combined with the premiumisation drive and price increase in the second-half of the financial year, total revenue during the year, on consolidated basis, has increased by impressive 18% and stood at Rs. 5,555.48 million as compared to Rs. 4,709.52 million in the financial year 2010-11.

During the year, your Company has achieved a net profit of Rs. 471.61 million on consolidated basis i.e. 19% increase over net profit of Rs. 395.74 million achieved in the last financial year driven by economies of scale, higher price realizations achieved on account of premium products featured in the diversified product portfolio and price increase taken on the flagship brand 'Mansion House Brandy' and other brands in CSD. Significant investments made in family shape bottles during the last financial year also yielded noteworthy contributions to the earnings whilst providing a hedge against increased glass prices.

The EPS has increased to Rs. 4.08 in the financial year 2011-12 as compared to Rs. 3.85 in the last financial year.

DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 0.80 (eighty paisa only) per equity share (8%) for the financial year 2011-12. The dividend, if approved by the Members, will entail a payout of Rs. 111.71 million including dividend distribution tax of Rs. 15.59 million.

The dividend, if approved at the ensuing Annual General Meeting, will be paid on or before September 28, 2012 to:

i) all Members in respect of shares held in physical form whose names appear on the Company's Register of Members as on September 15, 2012 after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before the close of business hours on September 14, 2012;

ii) all Beneficial Owners in respect of shares held in dematerialized form whose names appear in the statement of beneficial ownership furnished by National Securities Depository Limited and Central Depository Services (India) Limited as at the close of business hours on September 14, 2012.

The dividend is tax free in the hands of the Members.

OPERATIONAL REVIEW

Your Company is a well established player in the expanding Indian Made Foreign Liquor (IMFL) industry in India and has created a distinct identity for itself in the IMFL segment, with a diversified brand range and a keen focus on premiumisation. Your Company's brand portfolio comprises of over 40 brands featuring two millionaire brands, 'Mansion House Brandy' and 'Madira Rum'. Your Company also enjoys leading position in the Canteen Stores Department (CSD) with 13 brands registered under it.

Manufacturing Facilities

Your Company has constantly enhanced its core strengths to create a robust business model and presently, it has modern manufacturing set up encompassing various manufacturing facilities spread across India.

Your Company's manufacturing facilities comprise of 1 owned facility, 4 operating subsidiaries with additional 5 subsidiaries for allied activities, 10 lease arrangements and 15 tie-up units. The primary manufacturing facility is located in Shrirampur (Maharashtra) comprising of 100 KLPD molasses based and 100 KLPD grain based distillation plants and 1 lac cases per month (on single shift basis) IMFL bottling plant.

The new 100 KLPD grain based facility has enabled your Company to manufacture more premium quality of brands along with better adaptability to safeguard itself against the variations in the prices of molasses and made your Company self sufficient in alcohol requirement. Your Company is considering conversion of grain based facility into dual mode in order to take advantage of the market price of the two feed stocks, viz. grain and molasses. Presently, both the facilities are in operation and are being used depending upon the feed stock price economies.

Your Company is also considering up gradation of its present IMFL bottling facility to take care of proposed increase in IMFL load for Maharashtra. All the facilities are stringently monitored to ensure product consistency and to produce superior quality alcohol.

Sales and Distribution

Your Company has actualized its growth strategy for the financial year 2011-12 and delivered healthy sales and earnings, which also testifies the vision of the management and the business strategies. Your Company has registered an increase of 22% in sales volume, which is the cumulative result of the investments your Company has made to build its brands along with the benefits of its geographic diversity and distribution network. It also resonates that your Company's high premium brands and differentiated products are

providing the momentum for it to continue penetration in the core markets and simultaneously set footprints in new regions.

Your Company ensures a seamless co-ordination of all functions not just 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, it maintains the highest efficiency. The distribution strength of your Company is built around its dispersed manufacturing facilities that covers large swathes of the Indian Market covering all market segments and geographies with a focus on South India. Majority of your Company's retail presence is directly controlled by it, with its ground sales force expanding from 50 to nearly 300 highly motivated sales staff.

Your Company is enjoying market share of between 40% to 97% across the Southern Indian States in the brandy segment. Due to its strong market share in South India and its well-established brands, your Company is in a good position to launch other products in liquor industry, leveraging its distribution network in South India. In terms of sales, Andhra Pradesh and Kerala are the leading markets.

During the year, your Company achieved sales volume of 10.49 million cases in southern region as compared to 8.82 million cases in the last financial year, witnessing an impressive growth of 19%. The sales in eastern region stood at 0.36 million cases, western region at 0.27 million cases and northern region at 0.01 million cases as compared to 0.22 million cases, 0.19 million cases and 0.06 million cases respectively in the last financial year, demonstrating the strength of your Company's strategy to expand in new geographies.

During the year, the sales volume in brandy segment increased by 4% to 7.07 million cases as compared to 6.80 million cases in the last financial year. The sales volume in whisky segment has increased to 3.58 million cases as compared to 2.17 million cases in the last financial year, registering an impressive growth of 65%. The sales volume in rum segment grew by remarkable 37% to 2.50 million cases as compared to 1.83 million cases in the last financial year. In other segments, 0.09 million cases were sold as compared to 0.05 million cases sold in the last financial year.

Madira Rum, the millionaire brand of your Company witnessed growth of 40% during the year as compared to 19% in the last financial year.

During the year, your Company witnessed subdued volume delivery in Tamil Nadu on account of issues related to bottling. Your Company has taken action and realigned the strategy to handle the situation and as a result, has tied up with new units and also launched various variants at higher price points. The Company has initiated operations in the new units recently and expects to see normalized activity in the said region from the second quarter of the financial year 2012-13.

Your Company has built a strong presence in the South and is now excited to extend its foot prints in other markets pan India.

Canteen and Stores Department (CSD)

CSD is an important growth driver for your Company. During the year, 2 million cases were sold in the CSD segment as compared to 1.5 million cases sold in the last financial year, an impressive growth of 37%. The flagship brand, Mansion House Brandy leads the brandy segment amongst Armed Forces with 25% market share in CSD, besides becoming the second-largest selling brandy brand in India. Another well appreciated brand of your Company i.e. Madira XXX Rum has replicated a similar success story amongst the Armed Forces and continues to grow at an accelerated pace.

Your Company is excited about its prospects in CSD, as two of its brands, Mansion House Whisky and Classic Whisky, have received enlistment in CSD during the year. Your Company expects to introduce more brands in CSD in the coming years.

Export

After taking the domestic business to a flourishing note, your Company is now concentrating on expanding its export business. Through investment made in sophisticated microbiology lab and new ENA (Extra Neutral Alcohol) plants combined with implementation of international procedures and high quality standards, your Company ensures meeting global standards of quality required for exports.

During the year, exports stood at 0.11 million cases in the financial year 2011-12 as compared to 0.12 million cases in the financial year 2010-11.

Your Company has responded innovatively to changing customer demands to capture new territories and forayed into uncharted markets. Presently, your Company exports to many overseas countries viz. Angola, Kenya, South Sudan, Nigeria, Uganda, Rwanda, Benin, Ghana, Sierra Leone, Singapore, UAE, Dominican Republic and Haiti.

Brand Launches

Your Company is increasing its orientation towards premiumisation of products in a sustained and systematic manner to drive profitability.

Your Company unveiled the striking new super-premium Seven Islands Vintage Single Malt Scotch Whisky in London, on April 24, 2012. The Seven Islands Vintage has been meticulously designed and created by Ryan50 Scotland Limited, UK, a multi-faceted company in luxury and lifestyle industry, exclusively for your Company, in strategic association with BenRiach Distillery, Scotland, which is a leading distillery in Scotland producing a variety of scotches. Your Company believes that the super-premium scotch market offers very promising growth prospects both in the domestic and international markets. Your Company sees this as an opportunity to leverage its expertise and introduce this brand to the discerning consumers and look forward to capitalize on the opportunities.

Your Company wants to be present in all the segments and does not want to leave out the premium space, as industry in the lower end segments is growing at a much slower rate than the semi-premium and the premium categories. In fact, the premium and semi-premium categories are growing in double-digit growth, whereas, the regular range products are growing in the single digit growth. Therefore, your Company has launched White House Rum and TI's VSOP Brandy in the last quarter of the financial year 2011-12 in Kerala and Tamil Nadu market respectively. White House Rum was positioned in the regular segment and TI's VSOP Brandy was positioned in the semi-premium segment.

In a major development, Bombay High Court by its landmark judgment passed on December 22, 2011, dismissed the notice of motion filed by UTO Nederland B.V. seeking to restrain your Company from using the trademarks 'Mansion House' and 'Savoy Club'. The impact of the said judgment on your Company's growth is of great significance. The judgment has settled the disputes relating to the ownership and use of the concerned trademarks by your Company in India at the interim stage. This clears the path for your Company to aggressively promote the brands pan India and your Company plans to expand markets of 'Mansion House' across India.

Your Company has taken several initiatives to not only expand its presence in the semi-premium and premium category but also to leverage the strength of its existing brand equity to capture market share across geographies and product portfolios. Aligned to this thought process, your Company has successfully launched Mansion House Whisky (MHW) in Maharashtra followed by Andhra Pradesh, Karnataka, Goa, Puducherry, Madhya Pradesh, Odisha and Assam with the aim to benefit from the cult identity and loyal brand following of the flagship brand 'Mansion House Brandy'. The goodwill and dominance of the Mansion House brand in Southern India will be now leveraged to capture market share across geographies and product portfolios.

Your Company is encouraged by the customer response received for Mansion House Whisky (MHW) in the market. It brings great pleasure for your Company to highlight that MHW has earned immediate recognition amongst the whisky enthusiasts and is a strong driver of the whisky portfolio in unison with previously launched BLACPOWER Whisky, which is also doing very well. Your Company is aiming at increasing its visibility by focusing on its consumer engagement programs at point of sales.

Associations

Your Company has recently introduced the cream of Indian Hockey National Team as brand ambassador for Mansion House. The brand 'Mansion House' is based on the theme of 'Have Courage' and this spirit is strongly emphasized by the Indian Hockey and the players your Company has associated with.

Your Company initiated BLACPOWER Batting Challenge to bring out and encourage the batting champions from the nooks and corners of the streets of the city. Such initiative not only helped to promote the hidden talents of the country but also played a vital role in building brand connect with the consumer.

Mansion House, the leading brand of the Company, is continuing as the official 'Cheers' partner of the IPL team Chennai Super Kings (CSK). This engagement has enabled the Company to leverage the brand 'Mansion House' and further consolidate its position as a leading premium brand. The association has helped the Company to strengthen its position in the existing markets and new markets efficiently.

While it has been a year of challenges and opportunities, your Company remained committed to driving growth. Your Company continued to capitalize on the potential in the industry, on the back of a robust model combined with the consumer appeal of its brands.

FUTURE OUTLOOK

Despite low GDP for the year, Indian Made Foreign Liquor (IMFL) industry continued its growth trajectory at a CAGR of 10% to 12% due to improved demography, increased social acceptance and favorable bias towards spirits, a few of the major positive indicators amongst many.

During the year, your Company focused on not only improving the top line but also towards improving cost efficiency to enhance margins. Your Company is confident of expanding its portfolio to attract and cater to a larger audience. In a systematic and efficient manner, your Company wishes to grow its network to many more regions as well as seek opportunities in the international market.

Your Company is planning to consolidate the manufacturing base in Andhra Pradesh through its wholly owned subsidiary i.e. Prag Distillery (P) Ltd. (PDPL) having manufacturing unit at Andhra Pradesh. PDPL has applied for expansion of the bottling capacity from present 50,000 cases to 300,000 cases per month. Also, PDPL has obtained the letter of intent to set up 100 KLPD Greenfield distillery and a project report is being prepared on the benefits of going through this expansion.

Tamil Nadu, which is a key market for your Company, is expected to witness normalized sales in the near future as your Company has taken measures to tie-up with new units along with the launch of new variants.

Your Company, apart from continued focus on the existing markets in South, intends to strengthen its position in East and Northeast markets. Your Company has already launched new brands in some of these markets and is in the process of launching more brands/variants. Initial response from the market for the brands launched by your Company is quite encouraging.

Your Company has a strong traction in the CSD and a major part of supplies are driven by demands from North India. With a view to serve these requirements and ensure lower costs due to savings on transportation and sourcing, your Company has acquired Punjab Expo Breveries Private Limited (Punjab Expo) during the financial year 2011-12 having its bottling unit in Derabassi, Punjab and bottling capacity of 50,000 cases per month. Modernization work at Punjab Expo is nearing its completion stage with installation of a unique PET filling auto line specifically designed to cater to CSD market in North. This will increase the capacity of its plant to 100,000 cases per month on single shift basis.

Mansion House Whisky was your Company's step towards premiumisation. It is now looking at targeting the growing end of the whisky consumers and your Company is collaborating with various agencies, which are helping it to design a high- end product and will take Mansion House Whisky to other regions in the country in a phased manner.

Your Company will take forward its initiatives towards premiumisation to create high-value brands. With further launches of its Seven Islands Vintage Single Malt Scotch Whisky scheduled in Mumbai, Milan and Paris, your Company expects it to be a recognition of its focus on premiumisation in tandem with meticulous efforts to tap opportunities in the overseas and the Indian luxury markets.

While the focus has been to concentrate on brands with better realization, your Company has also made efforts towards cost rationalization. Introduction of the family shape bottles for its flagship brand 'Mansion House' was one such measure which facilitated an easier re-procurement system for these bottles at a lower price.

Your Company is planning to have series of rum, whisky and vodka under the Mansion House and Savoy Club brands, as the verdict given by Bombay High Court in your Company's favour now gives an untrammeled path for executing future plans.

Nevertheless, your Company's new lines will be of entirely different formulation, at different price points and altogether different packaging mix, to cater to an entirely different segment of consumers.

Your Company believes that its diversified brand portfolio, focus on premiumisation and ongoing geographic expansion will enable your Company to fortify its concerted strategy to expand whilst capitalizing new opportunities.

"MEGA PROJECT" STATUS

Your Company has been accorded with the status of "Mega Project" by the Government of Maharashtra for its new facilities, which include the 50 KLPD molasses based ENA distillation plant and 100 KLPD grain based ENA distillation plant along with the captive power plant, under Package Scheme of Incentives (PSI) 2007.

With this status of "Mega Project", your Company is now, eligible for claiming Industrial Promotion Subsidy (IPS) in the form of refund equivalent to 100% of eligible investments made within a period of seven years, by way of set off/credit for tax liability under Maharashtra Value Added Tax Act, 2002 and Central Sales Tax Act, 1956 along with electricity duty exemption and exemption from payment of stamp duty.

Together with the Company's drive to grow its business, the magnitude of benefits associated with this title will have a direct contribution to the Company's earnings. Moreover, this valued accreditation also demonstrates your Company's commitment towards timely execution and adherence to the recommended guidelines and compliance norms as stipulated by the Government of Maharashtra. The "Mega Project" sanction will continue to inspire your Company to broaden its focus in Maharashtra.

AWARDS AND RECOGNITIONS

During the year, your Company was conferred with the following prestigious awards in recognition of its performance, achievements and contribution to the society:

ICAI Award for "Excellence in Financial Reporting"

Your Company is pleased to inform you that the Institute of Chartered Accountants of India (ICAI) has awarded the "Gold Shield for Excellence in Financial Reporting" under the Category VII - Manufacturing Sector to the Annual Report of your Company for the financial year 2010-11.

This award is recognition of your Company's internal controls and stringent efforts to maintain compliance with the prescribed financial framework while maintaining transparency and accountability through communications to its stakeholders. Winning this award is thus, a great testimony to your Company's belief and an endorsement of its commitments towards transparency.

This award motivates your Company to continue engaging with its Members with regards to its business plans through consistent and timely financial communication.

"Top 10 Power Brands" Award

Your Company's flagship brand 'Mansion House Brandy' was awarded one amongst "Top 10 Power Brands" Award by Ambrosia Magazine at Inspirit, 2012 in the presence of various industry players which shall encourage your Company to achieve greater growth and heights in the coming years.

"CSD - Best Business Partner for Excellent Performance for 2011-12" Award

Your Company was awarded with the "CSD - Best Business Partner for Excellent Performance for 2011-12" in liquor category for being the fastest growing Company making supplies to CSD. This award is testament to the Company's success in the CSD segment and a direct reflection of consumers' appreciation for the Company's quality blends.

Your Company takes this accolade as industry recognition and acknowledgement of the wide acceptance of its brands and blends amongst the Armed forces.

"Mother Teresa Excellence" Award

Your Company was awarded "Mother Teresa Excellence Award" by the Integrated Council for Socio-Economic Progress for the outstanding contribution made by your Company in the field of social welfare.

The above awards honor your Company's sincere efforts to consistently increase its presence felt in the industry and designing a strong governance framework and embracing the same to meet its goal of long term sustainable growth.

QUALITY MANAGEMENT

Your Company is having ISO 9001:2008 and 14001:2004 certification signifying commitment to high levels of consistent quality and compliance of specified environmental standards and providing healthy work environment for its employees.

Your Company has set up Centralized Technical Department, which controls supply of high bouquet spirits and food flavors required for the brands of the Company produced across the country. This helps your Company to keep the formulation of its products guarded. This department now dedicatedly works for the development of new brand formulations and participates in packaging development.

Your Company's emphasis on strengthening Standard Operating Procedures continued during the financial year 2011-12 and its implementation is being strengthened.

Post successful trials with sticker label machines for better pack presentation, your Company is now going ahead with sticker label machines for all fast moving and/or high-end brands. This shall help in better image building of the Company through good brand presentation.

SUSTAINABILITY - CONTRIBUTION TO THE 'TRIPLE BOTTOM LINE'

Your Company adopts a triple bottom line (TBL) approach of economic sustainability, healthy environment and empowered community. Your Company has taken sustainable initiatives such as energy generation through solar and gobar gas plants, water harvesting, vermi-composting and soil improvement activities, garbage recycling and most important of all tree plantation.

Your Company has initiated the efforts to establish zero discharge concepts without any environment pollution for its 50 KLPD molasses based ENA Plant at Shrirampur.

Efforts for further improvement in zero discharge continued during the financial year and few trials were conducted for 50 KLPD molasses based ENA plant at Shrirampur. Various options are being evaluated and likely to be finalized in the coming year.

On 100 KLPD grain based ENA Plant, DWGS (Distillers Wet Grain Spent) production continued which is being sold. DWGS is used for cattle feed and is in demand due to its protein value. Trials with dryer to convert DWGS to DDGS (Distillers Dried Grain Spent) continued.

Your Company's main focus is to expand the implementation of sustainable exercises for environmental protection with each passing year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company understands that growth of the Company must be inclusive and should benefit the communities involved as much as the stakeholders. A separate section on initiatives taken by the Company to fulfill its Corporate Social Responsibility (CSR) is annexed hereto and forms part of the Annual Report.

SUBSIDIARY COMPANIES

Your Company followed a two pronged growth strategy during the year. In addition to growing organically, your Company realized that the estimated demand for products would not be fulfilled by the existing bottling facilities available, therefore the Company is exploring acquisitive ways of growing inorganically. Your Company also acquired companies to integrate both forward and backward, besides strengthening in-house processes.

Existing Subsidiary Companies

- Prag Distillery (P) Ltd. has a bottling unit located in the State of Andhra Pradesh and composite license to manufacture all types of Indian Made Foreign Liquor. It also holds letter of intent for 100 KLPD Greenfield distillery.

- Vahni Distilleries Private Limited owns a bottling unit along with a distillery license. Its plant is located in the State of Karnataka.

- Kesarval Springs Distillers Pvt. Ltd. has its bottling unit located in the State of Goa having capacity of 15,000 cases per month.

Companies acquired during the year

- Punjab Expo Braveries Private Limited has bottling unit located in the State of Punjab having capacity of 50,000 cases per month, augmenting the Company's manufacturing capacity and giving a strategic foothold in North India.

- Srirampur Grains Private Limited, through its specialized staff to deal in procurement of grains, shall help your Company in meeting the requirements of the 100 KLPD grain based ENA Plant of the Company.

- P. P. Caps Private Limited is in the process of establishing cap manufacturing facility and it will be advantageous for the Company to have an in-house facility for manufacturing of caps used for the products of the Company, which will help the Company to become self-reliant in its caps requirement and to optimize its cost of packing material.

- Mykingdom Ventures Pvt. Ltd. and Studd Projects P. Ltd. are into construction and plant erection. With the growing business scale and plans to expand market presence, this acquisition will help the Company to diversify its business segment and to leverage the in-house expertise in infrastructure development. This know-how will aid the Company with rapid implementation solutions which would be of significant advantage in terms of cost effectiveness and timely execution of various expansion and new projects.

- Shivprabha Sugars Ltd. is having land admeasuring 19.77 hectares alongwith necessary permissions for setting up 3000 TCD Sugar Plant, 30 KLPD Distillery and 16.5 MW Co- gen Power Plant at Village Goudgaon, Tal. Barsi, Distt. Sholapur. This acquisition is part of backward integration initiative, which will augment uninterrupted supply of molasses, a key raw material for the Company and will help the Company to become substantially self-reliant.

Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached to the accounts.

In accordance with the general circular no. 2/2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, the annual accounts of these subsidiary companies are not being attached with the balance sheet of the Company. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any Member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company includes the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under Clause 32 of the Listing Agreement and in accordance with the requirements of Accounting Standard (AS-21) prescribed by the Institute of Chartered Accountants of India, the consolidated financial statements of the Company together with Auditors' Report thereon are annexed to the Annual Report.

SHARE CAPITAL

During the year, your Company has issued and allotted 4,745,068 equity shares, out of which:

- 4,284,236 equity shares were allotted to the promoter of the Company upon conversion of equivalent number of convertible warrants at an exercise price of Rs. 73/- per share; and

- 455,162 equity shares were allotted under ESOP Scheme - 2008 and 5,670 equity shares were allotted under ESOP Scheme - 2010, upon exercise of vested stock options.

The issued, subscribed and paid-up equity share capital of your Company as on March 31, 2012 stood at Rs. 1200.02 million, comprising of 120,001,772 equity shares of Rs. 10/- each.

EMPLOYEE STOCK OPTION SCHEMES

Being committed towards building a high performing growth oriented organization, your Company has been taking steps from time to time to reward and retain the qualified and skilled professionals who are high performing, dedicated and committed towards growth of the Company.

In order to enable the Company to achieve this goal on a sustained basis and to give an opportunity to employees to participate in the growth of Company, the Company had introduced and implemented ESOP Scheme - 2012 on May 28, 2012, after the successful implementation of ESOP Scheme - 2008 and ESOP Scheme - 2010, in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines'). The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the said Schemes.

The relevant disclosures in compliance with the Clause 12 of the SEBI Guidelines, as amended, are set out in Annexure 'C' to this report.

The Company has received a certificate from the Statutory Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Guidelines and the resolutions passed by the Members. The Certificate would be placed at the Annual General Meeting for inspection by the Members.

DIRECTORS

The tenure of the present term of Mr. Amit Dahanukar, Chairman & Managing Director and Mrs. Shivani Amit Dahanukar, Executive Director of the Company expires on November 06, 2012 and September 30, 2012, respectively. The Board of Directors in its Meeting held on May 28, 2012 has on the recommendation of the Remuneration Committee re- appointed Mr. Amit Dahanukar as Chairman & Managing Director and Mrs. Shivani Amit Dahanukar as Executive Director of the Company for a further period of 5 years with effect from November 07, 2012 and October 01, 2012, respectively, subject to the approval of the Members of the Company at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. V. B. Haribhakti and Mr. Madan Goyal, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief profile of the Directors seeking re-appointment covering nature of their expertise in specific functional areas, the names of the companies in which they hold directorship and committee membership is furnished as a part of the Corporate Governance Report. Your Board recommends their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956, and on the basis of the information furnished to them by the statutory auditors and management, the Directors confirm that:

a. in 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 accounting 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, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; and

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

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance along with the Statutory Auditors' Certificate regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Chairman & Managing Director and Officiating Head of Finance of the Company, inter-alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance, key events of the year, industry scenario, risk and future outlook of your Company and its businesses as stipulated in Clause 49 of the Listing Agreement is given in the Management Discussion and Analysis Report annexed hereto and forms part of the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the scope of Section 58A of the Companies Act, 1956 during the year.

As on March 31, 2012, there were 2 matured deposits aggregating to Rs. 14,000/- (Rupees Fourteen Thousand Only), which have not been claimed by the depositors up to the date of this Report. There were no deposits during the year, which were claimed but not paid by the Company.

There are no unclaimed deposits/interest on deposits lying with the Company for more than seven years which are to be transferred to Investor Education & Protection Fund as per sub section 2(c) of Section 205C of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Details with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo, as required under Section 217(1)(e), read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in Annexure 'A' to this report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, names and other particulars of employees are set out in Annexure 'B' to this report.

AUDITORS AND AUDITORS' REPORT

M/s. Batliboi & Purohit, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends their re-appointment as Statutory Auditors.

The observations and comments given in the Auditors' Report read together with notes to accounts are self-explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

COST AUDITORS

Pursuant to the industry specific cost audit order no. 52/26/CAB-2010 dated January 24, 2012 of the Central Government, your Company is required to get its cost accounts audited in respect of 'Industrial Alcohol' being manufactured by it.

Pursuant to the provisions of Section 233B(2) of the Companies Act, 1956 and subject to the approval of the Central Government, the Board of Directors on the recommendation of the Audit Committee has appointed M/s. P. D. Phadke & Associates, Cost Accountants as Cost Auditors for conducting the Cost Audit relating to manufacturing of 'Industrial Alcohol' for the financial year 2012-13.

The due date for filing the Cost Audit Report for the financial year 2011-12 is September 27, 2012 and the same shall be filed in due course.

SECRETARIAL AUDIT REPORT

M/s. Ragini Chokshi & Associates, Practicing Company Secretaries conducted Secretarial Audit for the financial year 2011-12 and has submitted the Report confirming compliance with the applicable provisions of the Companies Act, 1956 and other rules and regulations issued by SEBI/other relevant authorities. The Secretarial Audit Report for the financial year ended March 31, 2012 is annexed hereto and forms part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to investors, bankers, customers, suppliers, auditors for their continued support during the year. Your Directors extend their sincere gratitude to all the regulatory authorities like SEBI, Stock Exchanges, Registrar of Companies and other Central and State Government authorities/agencies for their support.

Your Directors place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

For and on behalf of the Board of Directors

Place: Mumbai Amit Dahanukar

Date: May 28, 2012 Chairman & Managing Director

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the Seventy Sixth Annual Report along with the Audited Statement of Accounts of your Company for the financial year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the financial year ended March 31, 2011 is summarised below:

(Rs.in million)

Consolidated

Particulars Year ended Year ended 31st March, 31st March, 2011 2010

Total Income 4709.52 3889.76

Profit before depreciation and tax 773.96 609.80

Profit before tax 643.30 538.53

Profit after tax 395.74 348.89

Surplus brought from last year 538.93 327.27

Profit available for appropriations 934.67 676.16

Transfer to general reserves 355.00 33.50

Proposed dividend and tax thereon 107.52 103.73

Balance carried to balance sheet 472.15 538.93



(Rs.in million)

Standalone

Particulars Year ended Year ended 31st March, 31st March, 2011 2010

Total Income 3517.77 3544.31

Profit before depreciation and tax 693.09 567.01

Profit before tax 566.80 499.60

Profit after tax 349.01 331.23

Surplus brought from last year 581.77 387.78

Profit available for appropriations 930.78 719.00

Transfer to general reserves 355.00 33.50

Proposed dividend and tax thereon 107.52 103.73

Balance carried to balance sheet 468.26 581.77



OPERATIONAL REVIEW

The core business segment of the Company is manufacturing, sales and distribution of Indian Made Foreign Liquor (IMFL). The financial year 2010-11 was the year of growth and also of challenges. While the sales volume showed a very healthy growth of 36%, there were certain challenges in terms of inflationary pressures.

During the year, your Company has delivered stellar performance by achieving sales of over 10 million cases.

On consolidated basis, your Company achieved the sales of 10.86 million cases in the financial year 2010-11 against 8.00 million cases in the last financial year achieving 36% increase in volume. The Gross Sales of the Company's brands has increased by 32% toRs. 13,154 million in financial year 2010- 11 against Rs. 9,983 million in the last financial year.

The growth in sales is contributed by increasing penetration in existing markets of Southern States, Canteen Stores Department (CSD), Export, Eastern and Western regions as follows:

- CSD sales have grown over three fold

- Sales in the Western region have grown by 65%

- Export Sales have grown by 57%

- Sales in the Eastern region have grown by 35%

- Sales in the existing markets of Southern States have increased by 23%

During the year under review, Rum, Whisky and Brandy sales have grown by 69%, 32% and 30% respectively as compared to the last financial year.

During the year, sales of two of your millionaire brands i.e. Mansion House Brandy and Madira Rum have grown from 4.53 million and 1.05 million cases to 5.44 million and 1.25 million cases respectively resulting in growth of 20% in Mansion House Brandy and 19% in Madira Rum.

Mansion House, the leading brand of the Company, is now the offcial 'Cheers' partner of Chennai Super Kings (CSK). This engagement with CSK is for a period of 3 years. CSK is a franchise cricket team based in Chennai that plays in the Indian Premier League. The team is captained by Mahendra Singh Dhoni and they are the current holders of the IPL trophy, having won the 2011 Indian Premier League. This engagement will entitle the Company to leverage the brand 'Mansion House' and further consolidate its position as a leading premium brand. The Company will also be able to leverage all of CSK's brand communications into its marketing initiatives during this period of association as part of the engagement.

During the year under review, your Company has successfully launched new brands and variants of existing brands in various markets as detailed below:

BLACPOWER Whisky : Andhra Pradesh and Maharashtra

Crown Prince Brandy : Tamil Nadu

MH VSOP Brandy : Puducherry and Kerala

Duchess Brandy : Andhra Pradesh

Madiraa Premium Dark XXX Rum : Goa, Maharashtra and Assam

All these brands have been well received in the market for their blend as well as packaging and your Company expects good growth in these brands in current financial year.

CAPITAL

During the year under review, the authorised share capital of the Company was increased from Rs. 584.6 million to 1,500 million to enable the Company to meet the capital requirements.

- Issue of Bonus Shares:

During the year under review, your Company has issued 64.64 million equity shares of Rs. 10/- each fully paid up, as bonus shares in the ratio of two equity shares for every one equity share by capitalising the free reserves of the Company.

- Qualified Institutional Placement:

During the year under review, your Company has raised an amount of Rs.1,350 million, by issue of 14.21 million equity shares of Rs. 10/- each fully paid up at an issue price of Rs. 95/- per share to the Qualified Institution Buyers by way of Qualified Institutional Placement. The amount raised was primary used for reducing the debt and for meeting commitment for capital expenditures.

- Promoters' Contribution

During the year under review, your Company has allotted 4.02 million equity shares of Rs. 10/- each fully paid up, to the promoters against conversion of equivalent number of convertible warrants at an exercise price of Rs. 73/- per share amounting to ? 293.33 million.

In addition to above, promoters have also infused an amount of Rs. 78.19 million towards application money for subscription of 4.28 million convertible warrants having exercise price of Rs. 73/- each (Rs. 18.25 paid up), convertible into equivalent number of equity shares at an exercise price of Rs. 73/- per equity share.

- Issue of equity shares to employees against options granted

During the year under review, your Company has allotted 0.08 million equity shares to employees pursuant to exercise by them of vested stock options. Thus, the paid up share capital of the Company has increased from 32.31million equity shares of Rs. 10/- each to 115.26 million equity shares of Rs. 10/- each during the year under review as per statement given below

Date Particulars Cumulative No. of Shares (in million) April 01,2010 Paid up equity shares at the beginning of the year 32.31

August 07,2010 Allotment of 8,100 equity shares pursuant to exercise of stock options 32.32

September 30, Allotment of 64,636,200 bonus 2010 shares in the ratio of 2 equity shares for every 96.95 1 share held

November 30, Allotment of 14,210,500 equity 2010 shares at issue price of Rs.95/- per share to 111.16 Qualified Institutional Buyers

December 20, Allotment of 36,000 equity shares 2010 pursuant to exercise of stock options 111.20

March 04, Allotment of 37,640 equity shares 2011 pursuant to exercise of stock options 111.24

March 31, Allotment of 4,018,264 equity 115.26 2011 shares to Promoter of the Company on conversion of equivalent number of convertible warrants at an exercise price of Rs. 73/- per share

As on March 31, 2011, Promoter Group holds 4.28 million warrants convertible into equity shares at an exercise price of Rs. 73/- per share.

DIVIDEND

Your Directors are pleased to propose a final dividend of Rs. 0.80 per equity share (8%), including on equity shares allotted during the year, out of the net available profit after provision for taxation. The dividend, if declared, will involve an outflow of Rs. 107.52 million (inclusive of dividend distribution tax of Rs. 15.32 million).

PROJECT AND ACQUISITION

- Commissioning of 100,000 Litres (100 KLPD) ENA Plant

Your Company is pleased to inform you that it has successfully installed and commissioned a new 100 KLPD grain based Extra Neutral Alcohol (ENA) plant at Shrirampur. This will provide the right base for your Company to launch premium products in both domestic and international markets. The grain facility will also provide a natural hedge against the fluctuations in molasses price. The increase in distillation capacity shall enable your Company to produce ENA in house to meet the growing demand of its IMFL products.

- Power Plant

Along with 100 KLPD grain distillery, your Company has also commissioned 5 MW power plant through back pressure steam technology which will meet the energys requirements of the Company's Shrirampur unit.

- Acquisition

During the year under review, your Company has acquired Kesarval Springs Distillers Pvt. Ltd., which has a bottling unit in Goa, at a cost of Rs. 15 million. This acquisition shall not only enable your Company to cater the markets of Goa and Puducherry but also enable it to diversify into wine business and explore export opportunities.

FUTURE STRATEGY AND GROWTH

Indian Made Foreign Liquor (IMFL) industry is growing steadily over the last decade at a CAGR of more than 10% due to improved demography, increasing social acceptance, favourable bias towards spirits and consistent growth in GDP.

Future growth will be driven by increased penetration of current brands in the existing territories being serviced by your Company and also by introduction of present and new brands at strategic price points in various markets.

While the focus will be to concentrate on brands with better realisation, your Company is also making efforts towards cost rationalisation. Introduction of the family shaped bottles for its flagship brand Mansion House was one such measure which facilitates an easier re-procurement system for these bottles at a lower price. Your Company intends to strengthen its position in its existing markets of Kerala, Andhra Pradesh, Karnataka, Puducherry, Tamil Nadu, Maharashtra, Orissa, Assam, and CSD segment where it enjoys a dominant position in its various brand segments. Your Company has already launched new brands in some of these markets and is in process of launching more brands/variants. Initial response for brands launched is encouraging.

Your Company plans to develop and strengthen its footprint in Northern and Eastern regions by building its manufacturing and distribution infrastructure. Efforts in this regards are already underway.

Your Company is expanding the bottling capacity of its wholly owned subsidiary Prag Distillery (P) Ltd. from 50,000 cases per month to 300,000 cases per month. This will further rationalise its manufacturing infrastructure in the State of Andhra Pradesh which is a main and growing market for your Company.

Further, your Company plans to strategically increase production capacity in its other subsidiary companies viz. Vahni Distilleries Private Limited and Kesarval Springs Distillers Pvt. Ltd.

Acquisition of Kesarval Springs Distillers Pvt. Ltd. gave an opportunity to your Company to add another segment i.e. wine in its portfolio which has a great potential in domestic and international trade.

SUBSIDIARIES

With the acquisition of 100% stake in Kesarval Springs Distillers Pvt. Ltd. on November 21, 2010, the Company has, now, three wholly owned subsidiaries viz. Prag Distillery (P) Ltd. having its Plant in the State of Andhra Pradesh, Vahni Distilleries Private Limited having its Plant in the State of Karnataka and Kesarval Springs Distillers Pvt. Ltd. having its Plant in the State of Goa. None of the above subsidiaries is a Material Non-Listed Subsidiary in terms of the Clause 49 of the Listing Agreement.

In accordance with the general circular no. 2/2011 dated February 08, 2011 issued by the Ministry of Corporate Affairs, the annual accounts of these subsidiary companies are not being attached with the balance sheet of the Company. The Company will make available the annual accounts of the subsidiary companies and related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered of ce of the Company and that of the respective subsidiary companies. The consolidated financial statements presented by the Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated under Clause 32 of the Listing Agreement and in accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the consolidated financial statements of the Company together with Auditors' Report thereon are annexed to the Annual Report.

EMPLOYEE STOCK OPTIONS

Being committed towards building a high performing growth oriented organisation, your Company has been taking steps from time to time to reward and retain the employees who are high performing, dedicated and committed towards growth of the Company.

In order to enable the Company to achieve this goal on a sustained basis and to give an opportunity to employees to participate in the growth of Company, the Company had introduced and implemented ESOP Scheme 2010 during the year under review after the successful implementation of ESOP Scheme 2008.

The Compensation Committee granted 52,200 and 286,821 stock options on June 25, 2010 and August 07, 2010 respectively under the ESOP Scheme 2008 and 1,615,500 stock options on January 15, 2011 under ESOP scheme 2010 to the eligible employees. These stock options shall vest with the concerned employees during the next four years from the date of respective grants.

The particulars of the stock options as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are attached and forms integral part of this report.

DIRECTORS

During the year under review, Mr. S.V. Muzumdar had resigned from the Directorship of the Company w.e.f. February 09, 2011 on health grounds. The Board places on record its high appreciation for the valuable advice and guidance rendered by him during his tenure as the Director of the Company.

Dr. Ravindra Bapat and Mr. C. V. Bijlani, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, of er themselves for re-appointment.

A brief profile of the Directors seeking re-appointment covering the nature of their expertise in specif c functional areas, the names of the companies in which they hold directorship and membership of committees of the board is furnished as a part of the Corporate Governance Report. Your Board has recommended their re-appointment.

QUALITY INITIATIVES, SAFETY AND ENVIRONMENT

Your Company is an ISO 9001:2008 and 14001:2004 Company committed to high levels of consistent quality and compliance of specified environmental standards and providing healthy work environment for its employees.

During the year under review, your Company has issued and implemented an improved version of standard operating procedures (SOPs) and brand manual to be followed by the contract bottling units (CBUs) to ensure uniform quality and standard of the IMFL products produced by such CBUs on behalf the Company.

Your Company plans to have a centralised technical centre at Shrirampur to further strengthen development work for new blends and to help in monitoring the existing blends. It will be in addition to its current R & D centre for chemical analysis. During the year, your Company has developed the blends for its brand BLACPOWER Whisky and Crown Prince Brandy.

In line with the international trade practices and to have better brand presentation, your Company has initiated the process to go for sticker labels instead of glue labels for all its fast moving brands.

ZERO DISCHARGE

Your Company has initiated the efforts to establish zero discharge concept without any environment pollution for its 50 KLPD molasses based and 100 KLPD grain based ENA plant at Shrirampur.

This will make your Company amongst few in the country to establish truly zero discharge concept without any environment pollution for molasses based ENA plant.

Your Company shall be amongst few in the country to completely go for zero discharge for grain based ENA Plant. Currently, we are producing DWGS (Distillers Wet Grain Spent) which is being sold. DWGS is used for cattle feed and is in demand due to its protein value. We will shortly be starting to dry it and will give us added value addition as DDGS (Distillers Dried Grain Spent).

FIXED DEPOSIT

The Company has not accepted any deposit within the scope of Section 58A of the Companies Act, 1956 during the year under review.

At the end of the year under review, there were 3 matured deposits aggregating to Rs. 16,000/- (Rupees Sixteen Thousand only), which have not been claimed by the depositors upto the date of this report. There were no deposits during the year, which were claimed but not paid by the Company.

There are no unclaimed deposits/interest on deposits lying with the Company for more than seven years which are to be transferred to Investor Education and Protection Fund as per sub section 2(c) of Section 205C of the Companies Act, 1956.

AUDITORS AND AUDITORS' REPORT

M/s. Batliboi & Purohit, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. The Board of Directors recommends their re-appointment as Statutory Auditors.

The notes on accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT

The Board of Directors had entrusted the responsibility of conducting secretarial audit of records and documents of the Company to M/s Ragini Chokshi & Company, Practising Company Secretaries. The secretarial audit report for the financial year ended March 31, 2011 is annexed hereto and forms part of the report.

COST AUDITORS

M/s. P. D. Phadke & Associates, Cost Accountants, Mumbai have been re-appointed as the Cost Auditors to conduct the audit of the cost accounts maintained by the Company for the financial year 2011-12.

CORPORATE GOVERNANCE

The Report on Corporate Governance alongwith the Auditors' Certificate regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and form part of the annual report.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from CMD and CFO of the Company, inter- alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as part of the annual report.

Management Discussion and Analysis Report outlining the key events of the year, industry scenario and risks and outlook is also annexed hereto and forms part of the annual report.

CSR INITIATIVES

A separate section on initiatives taken by the Company to fulfill its corporate social responsibilities is included in the annual report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956, and on the basis of the information furnished to them by the statutory auditors and management, your Directors state that:

a) in 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 accounting 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, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; and

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

INFORMATION TECHNOLOGY

Your Company has successfully implemented Multiprotocol Label Switching (MPLS) connectivity between plants of its subsidiary companies and the Company is using packet switch virtual private network technology. It has also implemented Virtual Mail Server through cloud computing which provides reliable and optimised virtualisation solution and also optimised cost and resource utilisation.

PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed with respect to particulars of employees in accordance with Section 217(2A) of the Companies Act, 1956 is annexed.

Details with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is also annexed and the aforesaid annexures form part of the Directors' report.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation to investors, bankers, customers, suppliers, auditors for their continued support during the year. Yours Directors extend their sincere gratitude to all the regulatory authorities like SEBI, Stock Exchanges, Registrar of Companies and other Central and State Government authorities/agencies for their support.

Your Directors also place on record their appreciation and thanks to all employees for dedicated services rendered at various levels, without whose contribution, your Company could not have achieved the year's performance and looking forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Amit Dahanukar Chairman & Managing Director

Place: Mumbai Date : May 26, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the seventy Fifth Annual Report along with the Audited statement of Accounts of your Company for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

The summary of the Companys financial results for the year ended 31st March, 2010 and appropriation of divisible profits is furnished below:

(Rs. in million)

Year ended Year ended

Particluars 31st March, 2010 31st March, 2009

GROSS INCOME

Net sales 3,517.29 2,421.37

Other Income 43.53 27.99

Total 3,560.82 2,449.36

Expenditure 2,764.23 1,984.35

Profit before Finance cost,

Depreciation & Tax 796.59 465.01

Finance cost 229.58 107.10

Depreciation 67.41 28.89

Profit before Tax 499.60 329.02

Less Provision for Tax (168.38) (116.53)

Profit after Tax available for appropriations 331.23 212.48

APPROPRIATIONS

Transfer to General Reserves 33.50 21.50

Proposed Dividend 88.66 14.45

Dividend Distribution Tax 15.07 2.46

Balance carried forward 581.77 387.78

Business OVERVIEW:

Your Company (TI) is one of the leading players in the Indian alcoholic beverage industry and manufactures Indian Made Foreign Liquor (IMFL). It currently has more than 40 brands across a diverse range of product segments and price points to cater to the needs of an ever-growing customer base. TI markets its products across a large number of southern states in India and is gradually assuming a pan-national presence. It also exports its products to Western Africa, Middle East, Far East and Caribbean countries. The Company has a growing presence in the Canteen stores Department (CSD) business with 11 registered brands. Recognising your Companys growth in the CSD, your Company was conferred “Best Business Partner of CSD - Liquor Category " Award.

The Company achieved gross sales of Rs. 4,862.13 million as compared to Rs. 3,917.34 million in 2008-09 achieving 24.12% increase and earned a net profit of Rs. 331.23 million as compared to Rs. 212.48 million in 2008 - 09.

On consolidated basis, the Company has shown promising growth with sales volume including sales from tie-up operations increasing to 8.00 million cases over 5.54 million cases during the previous fiscal, an impressive growth of 44.40%. Gross brand sales stood at Rs. 10,000 million up from Rs. 4,897 million during the previous year.

The healthy performance in your Companys business operations at both top-line as well as bottom-line reconfirms the success of the efforts, strategy, the strengths of its business model and brands.

UNLOCKING VALUE FOR THE MEMBERS:

DIVIDEND

Your Directors are pleased to recommend for the financial year ended March 31, 2010, a final dividend of 12% on Compulsorily Convertible Preference share Capital on pro rata basis and final dividend of Rs. 2.50 per Equity share(25%) out of the net available profit after provision for taxation. The Dividend, if declared, will involve an outflow of Rs. 103.73 million.

CAPITAL MARKET DEVELOPMENTS:

LISTIING OF EQUITY SHARES

The Equity shares of your Company have been listed on The Bombay stock Exchange Limited, Mumbai for many years. Your Company is pleased to announce that the national stock Exchange of India Ltd. (NSE) has, vide its Circular dated NSE/ LIsT/C/2010/0629 dated July 14, 2010, granted permission for listing of Equity shares of the Company with effect from July 16, 2010 in the normal Market segment (Rolling settlement) for trading in compulsory demat form for all investors under the symbol “TI”.

SHARE CAPITAL

During the financial year under review, the Authorised share Capital of the Company was increased from Rs. 384.6 million to Rs. 584.6 million to enable the Company to meet the capital requirements.

During the financial year under review, the paid up share capital of the Company has increased from 5,725,068 Equity shares of Rs. 10/- each to 32,310,000 Equity shares as per statement given below:

Date Particulars Cumulative

No. of Shares

April 01, 2009 Paid up Equity shares at the 5,725,068

beginning of the Year.

August 14, Allotment of 4,370,000 10,095,068

Equity shares to Mr. Amit 2009

Dahanukar and Mrs. Shivani

Amit Dahanukar, Promoters of

the Company on conversion

of 200,000 CCPS issued on

March 26, 2009 and 4,170,000

Warrants issued on July 2, 2009

September 03 Issue of Bonus shares in the 30,285,204

ratio of 2 Equity shares for & 25, 2009 every 1 share held

March 5, 2010 Allotment of 2,024,796 Equity 32,310,000

shares to Mr. Anand P. Nair,

non-promoter shareholder on conversion of 674,932 CCPS

held by him along with Bonus

thereon in the ratio of 2 Equity

shares for every one share

allotted,

EMPLOYEES STOCK OPTION SCHEME - 2008

Your Company is committed to being a high-performing growth oriented organisation providing opportunity to employees to raise their level of performance and commitment, thereby ensuring that the combined efforts of all employees work towards maximising corporate performance and stakeholder value. In order to enable the Company to achieve this goal on a sustained basis, the Company has introduced and implemented ESOP scheme 2008 for vesting a part of the ownership of the Company in the hands of the employees as a motivating factor to increase productivity and efficiency.

Details of the stock Options outstanding as on March 31, 2010 under ESOP scheme 2008, as amended on September 3, 2009 are as follows:

Date of Grant Number Exercise Price*

of Options granted and

in force

July 02, 2009 273,000 75% of the average of the high

and low of the market price of the

shares of the Company on BSE during

the 15 days preceding the date of

vesting subject to minimum exercise

price of Rs. 40/- January 28, 2010 1,444,521 75% of the average of the high

and low of the market price of the

shares of the Company on BSE during

15 days preceding the date of vesting

subject to minimum exercise price

of Rs. 75/-

Total 1,717,521

*Post adjustment of the bonus issue approved on September 3, 2009 in the ratio of 2 Equity shares for 1 share held.

companys EXPANSION ACTIVITIES:

COMMISSIONING OF 50 KLPD ENA PLANT

Your Company is pleased to inform you that it has successfully installed and commissioned a new 50,000 litres per day Extra neutral Alcohol (ENA) plant. The feedstock for this plant is molasses. The facility is operating smoothly and close to 100% of its rated capacity. The alcohol produced from this plant caters to your Companys bottling arrangements in Andhra Pradesh and Kerala

INSTALLATION OF 100 KLPD GRAIN BASED ENA PLANT

Your Company is on the verge of completing its green field 100,000 litres per day Grain based alcohol facility at Shrirampur and same will provide the right base for your Company to launch premium products domestically and internationally. The grain facility will also provide a natural hedge against the fluctuations in molasses price. The alcohol produced from this plant will cater to your Companys increasing bottling requirements in Maharashtra and southern India.

ACQUISITION OF BRANDS

Your Company has successfully concluded acquisition of seven brands. These brands are White House Whisky, White House Brandy, Golden Chariot Whisky, Bachelor Deluxe Whisky, Black Colt Rum, negro He-Man xxx Rum and Bonnking Rum. All these brands are registered with the Canteen stores Department (CSD) and having reasonable presence. The acquisition will further add to the 4 brands your Company has already registered with the CSD, thus giving your Company a portfolio of 11 brands. Your Company is confident of growing its business with the CSD which is a significant component of IMFL sector.

SUBSIDIARIES:

The Company has two wholly owned subsidiaries, viz: Prag Distillery (P) Ltd. having its Plant in the state of Andhra Pradesh and Surya Organic Chemicals (P) Ltd having its Plant in the state of Karnataka.

Pursuant to the provisions of section 212 of the Companies Act, 1956, the statement and accounts of the said subsidiaries form part of the Annual Report. none of the above subsidiaries is a Material non-Listed subsidiary in terms of the Clause 49 of the Listing Agreement.

CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated by Clause 32 of the Listing Agreement and in accordance with the requirements of Accounting standard As-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial statements of the Company, together with the Auditors Report thereon are annexed to the Annual Report.

DIRECTORS:

During the financial year under review, Mr. C.V.Bijlani and Mr. Madan Goyal were appointed as Additional Directors on July 2, 2009 and August 3, 2009 respectively. Both of them were re-appointed as Directors by the Members in the Annual General Meeting and Extra Ordinary General Meeting held on August 01, 2009 and August 24, 2009 respectively.

Dr. Vishnu Kanhere and Mr. V. B. Haribhakti, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

A brief profile of the Directors seeking re-appointment, the nature of their expertise in specific functional areas, the names of the Companies in which they hold Directorship and Membership of Committees of the Board is furnished as a part of the Corporate Governance Report.

Mr. P.R.k. Reddy has ceased to be the Director of the Company with effect from August 24, 2009.

QUALITY INITIATIVES, SAFETY AND ENVIRONMENT:

Your Company is an IsO 14001:2004 Company committing to high levels of compliance of specified Environmental standards and providing healthy work environment for its employees.

AWARDS AND RECOGNITION

During the financial year under review, the Company was conferred with following prestigious awards in recognition of its performance, achievements and contribution to the society:

A) EURO MONITOR REPORT

Your Company is pleased to inform you that Madira Rum

and Mansion House Brandy are the 1st and 3rd fastest growing IMFL domestic brands respectively (with a sale of a minimum million cases) for the year under review as confirmed by Euro Monitor Report. Your Company is confident of growing these brands further in this financial year making them formidable brands in their respective market segments.

B) "EMERGING COMPANY OF THE YEAR" AWARD

Your Company was conferred the prestigious ‘Emerging Company of the Year award, by the Confederation of Indian Alcoholic Beverages Companies (CIABC). The award truly stands as recognition of the remarkable progress the Company has made within a short span of time.

C) "BRAnDY OF THE YEAR" AWARD

Your Company also got the prestigious “Brandy of the Year” Award by Ambrosia Magazine at Indspirit, 2009 in the presence of various industry players.

D) "BEST BUSINESS PARTNER OF CSD" AWARD

Your Company was awarded with the Best Business Partner of CSD in the liquor category as it is one of the fastest growing Company making supplies to the CSD. At a glittery ceremony of CANPART held on May 13, 2010, Mrs. Shivani Amit Dahanukar, Executive Director of the Company received the award on behalf of the Company.

FUTURE OUTLOOK

Your Company is confident of sustaining the growth momentum which has developed over the past few years. Your Company is the fastest growing Company in the Indian Made Foreign Liquor (IMFL) segment. Your Company intends to maintain this growth momentum in this fiscal.

Your Company intends to consolidate its position in the southern markets of Kerala, Andhra Pradesh, Karnataka and Tamilnadu where it enjoys a dominant position in the brandy segment. Your Company has already launched new brands in these markets and initial response is encouraging.

Your Company will also gradually develop its footprint in the northern and eastern regions by building its manufacturing and distribution infrastructure. Efforts to this effect are already underway.

Your Company also has plans to introduce brands in the whisky segment at strategic price points. Whisky being the dominant flavor in India, your Company intends to focus on developing this category.

Your Company also plans to increase the bottling capacity of its wholly owned subsidiary Prag Distillery (P) Ltd. The current bottling capacity of Prag is 50,000 cases per month which your Company intends to expand to 300,000 cases per month. Andhra Pradesh being a key and growing market for your Company, it is imperative for your Company to go ahead with this expansion to better rationalise its manufacturing infrastructure.

FIXED DEPOSIT:

The Company has not accepted any deposit within the scope of section 58A of the Companies Act, 1956 during the financial year under review.

At the end of the year under review, there were 3 matured deposits aggregating to Rs. 16,000/- (Rupees sixteen Thousand Only), which have not been claimed by the depositors upto the date of this Report. There were no deposits during the year, which were claimed but not paid by the Company.

There are no unclaimed deposits/interest on deposits lying with the Company for more than seven years which are to be transferred to Investor Education & Protection Fund as per section 205C of the Companies Act, 1956.

AUDITORS:

M/s. Batliboi & Purohit, statutory Auditors of the Company, shall retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Board of Directors recommends their re-appointment as statutory Auditors.

COST AUDITORS:

M/s P. D. Phadke & Associates, Cost Accountants, Mumbai have been re-appointed as the Cost Auditors to conduct the audit of the cost accounts maintained by the Company for the financial year 2010-11.

CORPORTE GOVERNANCE:

The Report on Corporate Governance alongwith the Auditors Certificate regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and form part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from CMD & CFO, inter-alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said Clause, is also enclosed as part of the Annual Report.

Management Discussion and Analysis Report outlining the key events of the year, industry scenario and risks and outlook is also annexed hereto and forms part of the report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to requirements of section 217 (2AA) of the Companies Act, 1956 and on the basis of the information furnished to them by the statutory auditors and management, your Directors state that:

a. in 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 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, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

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

INFORMANTION TECHNOLOGY

A) MULTIPROTOCOL LABEL SWITCHING (MPLS)

Your Company has successfully completed the process of MPLS implementation in the Company and factory and initiated the process of knowledge management database over intranet.

B) INSTALLATION OF SAP

Your Company is pleased to inform you that it has successfully shifted its accounting platform to SAP in this financial year. The transition has been satisfactorily completed and all accounts are maintained on SAP now.

PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information required to be disclosed with respect to particulars of employees in accordance with section 217(2A) of Companies Act, 1956 is annexed. Details with respect to Conservation of Energy & Technology Absorption & Foreign Exchange, as required under section 217(1)(e) is also annexed and the annexures form part of the Directors Report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their sincere thanks and appreciation towards all the employees of Tilaknagar Industries Ltd. (TI) for their commendable teamwork, wholehearted efforts and inestimable contribution to the continued growth of the Company.

Your Directors also thank investors, business partners, clients, technology providers, vendors, financial institutions & banks, dealers & suppliers, regulatory & government authorities, auditors and stock exchanges for their continued support to the Company during the year.

For and on behalf of the Board of Directors

Date: August 7, 2010 Amit Dahanukar

Place: Mumbai Chairman and Managing Director