Board's Report
Dear Members,
The Directors hereby present 91st Annual Report along with the audited financial
statements of the Company for the financial year ended March 31, 2026.
1. FINANCIAL HIGHLIGHTS
The summary of the Company's financial results for the financial year ended March 31,
2026 is furnished below:
|
|
(Rs. in lacs) |
|
Standalone |
..' Particulars No. |
Year ended 31.03.2026 |
Year ended 31.03.2025 |
1 Revenue from Operations |
5,24,757.44 |
3,12,098.23 |
II Other Income |
2,502.14 |
1,693.33 |
III Total Income (1 + II) |
5,27,259.58 |
3,13,791.56 |
IV Expenses |
|
|
(a) Cost of materials consumed |
1,34,822.33 |
76,453.33 |
(b) Changes in inventories of finished goods, stock-in-trade and work-
in-progress |
(9,340.75) |
(3,731.13) |
(c) Excise duty |
2,90,199.22 |
1,74,046.04 |
(d) Employee benefits expense |
9,373.67 |
5,144.40 |
(e) Finance costs |
11,305.97 |
1,216.22 |
(f) Depreciation and amortisation expense |
7,804.10 |
2,888.56 |
(g) Other expenses |
57,843.66 |
34,834.03 |
Total Expenses |
5,02,008.20 |
2,90,851.45 |
V Profit/(Loss) before Exceptional Items and Tax (lll-IV) |
25,251.38 |
22,940.11 |
VI Add (Less) Exceptional Items |
(23,196.55) |
1,002.24 |
VII Profit/(Loss) before Tax (V-VI) |
2,054.83 |
23,942.35 |
VIII Tax Expense |
|
|
(a) Current tax (including earlier years) |
- |
(0.65) |
(b) Deferred tax |
|
|
Total Tax Expense |
- |
(0.65) |
IX Profit/(Loss) for the Period (VII-VIII) |
2,054.83 |
23,943.00 |
X Other Comprehensive lncome/(Loss) |
|
|
(a) Items that will not be reclassified to Profit & Loss |
|
|
(i) Re-measurement gain/(loss) in respect of the defined benefit Plans |
550.29 |
(110.69) |
(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 lncome/(Loss) for the Period [(a) +(b)] |
550.29 |
(130.77) |
XI Total Comprehensive lncome/(Loss) for the Period (IX+X) |
2,605.12 |
23,812.23 |
2. TRANSFER TO RESERVES
During the year under review, no amount was transferred to any of the reserves by the
Company.
B. OPERATIONAL REVIEW Sales performance
The company delivered a Sales volume of 20 mn cases in FY26 including 4 months of
Imperial Blue under T ownership, with Mansion House Brandy reaching a record 10 mn cases
sale in FY26.
The Company has cemented its position as India's largest P&A brandy. We have
delivered a YoY volume growth of 68% for FY26 on combined business, wherein the ex-IB
business has delivered a 14% growth in FY26 vs FY25.
Product launches
During the year, the Company launched the following products:
a) Mansion House Gold Barrel Whisky, its latest offering under the Company's flagship
brand;
b) Monarch Legacy Edition, Tilaknagar Industries' first foray into the luxury brandy
segment;
c) Seven Islands Pure Malt Whisky features four distinct single malts, marking
Tilaknagar Industries' entry into premium whisky.
d) Green apple flavoured brandy under the Mansion House Flandy Range.
e) The Company added AMARA Artisanal Pink Vodka to the Company's distribution
portfolio.
Acquisitions and Strategic Investments
v' In July 2025, the Company entered into a Business Transfer Agreement (BTA) along
with ancillary agreements to acquire the Business Undertaking of Pernod Ricard India
Private Limited, as a going concern on a slump sale basis, related to the business of
production, bottling, marketing and sale of alcoholic and other beverages under the
Imperial Blue Brands (IB), for a lump sum consideration of EUR 413 million (approx Rs.
4,150 crores).
In December 2025, the Company completed the acquisition of the Imperial Blue business
division ("IB") from Pernod Ricard India Private Limited ("PRI")
pursuant to a Business Transfer Agreement executed on July 23, 2025, through a slump sale
on a going concern basis.
The transaction was completed for a lump-sum cash consideration of Rs. 3,442 crores,
subject to post-closing adjustments in accordance with the terms of the Business Transfer
Agreement. In addition, a deferred consideration of EUR 28 million (approximately Rs. 290
crores) is payable after four years from the date of closure of the transaction. The
Competition Commission of India (CCI) approved the transaction on October 07, 2025, and
the acquisition was completed on December 01, 2025.
v' During the financial year 2025-2026, the Company made an additional follow-on
investment of 4,008 Equity Shares and 11,752 Compulsory Convertible Preference Shares in
Spaceman Spirits Lab Private Limited ("SSL"), makers of premium Indian craft gin
Samsara and craft rum Sitara, aggregating to Rs. 1,066.29 lacs. Post completion of the
aforementioned investments, the Company's shareholding in SSL stands increased to 21.36%
on a fully diluted basis. Accordingly, SSL became an associate Company.
Material Developments affecting the financial position of the Company after the end of
the financial year 2025-26 and till the date of this Report
The Board of Directors of the Company "Transferee Company" at their Board
Meeting held on May 29, 2026, approved the Composite Scheme of Amalgamation under
Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with
relevant rules and regulations. The Scheme, inter alia, provides for amalgamation of two
wholly-owned subsidiaries of the Company, viz.
(i) Punjabexpo Breweries Private Limited;
(ii) Vahni Distilleries Private Limited; collectively referred to as the
"Transferor Companies" and individually referred to as the "Transferor
Company" with and into the transferee company.
The appointed date for the Scheme is proposed to be April 01, 2026 or such other date
as may be approved by the Hon'ble National Company Law Tribunal(s) for the purposes of the
Scheme. The Scheme shall be subject to necessary approvals by the Shareholders, Creditors,
Jurisdictional Bench of National Company Law Tribunal ("NCLT") and other
statutory and regulatory authorities, as may be required.
There have been no other material changes and commitments affecting the financial
position of the Company between the end of the financial year and date of this report.
4. DIVIDEND
The Board has recommended final dividend at the rate of Re. 1 per equity share (10%)
for the financial year ended March 31, 2026.
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/.
5. SHARE CAPITAL
During the financial year 2025-26 the authorized capital of the company was increased
from Rs. 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) Equity Shares of Rs.
10/- (Rupees Ten Only) each to Rs. 310,00,00 000/- (Rupees Three hundred and ten Crores
Only) divided into 31,00,00,000 (Thirty-one Crores) Equity Shares of Rs. 10/- (Rupees Ten
Only) each.
Details of equity shares issued during the year 2025-2026
During the year under review, the Board of Directors of the Company at their meeting
held on July 29, 2025, approved the preferential issue of:
a) 1,43,80,000 Equity Shares, having face value of Rs. 10/- (Indian Rupees Ten Only),
for cash consideration at an issue price of Rs. 382/- (Rupees Three Hundred and Eighty Two
Only) per Equity Share aggregating upto Rs. 549,31,60,000 and;
b) During the financial year 2025-2026, the Company issued Equity Shares of face value
Rs. 10/- each and Convertible Warrants of face value Rs. 10/- each to the persons
belonging to the promoters and non-promoters category on a preferential basis as per the
following table:
|
Equity Shares Issued & Allotted |
Convertible Warrants Issued |
Equity shares allotted on conversion of Convertible Warrants |
Price per share /warrant - Rs. |
382 |
382 |
382 |
Promoters - Nos |
Nil |
80,00,000 |
9,30,000 |
Non-Promoters- Nos |
1,43,80,000 |
3,77,15,000 |
3,77,15,000 |
Total in Nos |
1,43,80,000 |
4,57,15,000 |
3,86,45,000 |
Amount received during 2025-2026 ( Rs. in lacs) |
54,931.60 |
1,74,631.30 |
1,47,623.90 |
Accordingly, as on March 31, 2026, 70,70,000 convertible warrants issued to Promoters
are pending conversion to equity shares. An amount of Rs. 6,751.85 lacs for the said
warrants is lying under money received against share warrants in Other Equity and Rs.
20,255.55 lacs is outstanding as on March 31, 2026.
The objective of the preferential issue was strengthening the capital base of the
Company, augmenting its longterm financial resources, and supporting future growth
initiatives and strategic business requirements. The said preferential issue was
subsequently approved by the Members of the Company on August 20, 2025.
The details of allotment of equity shares during the year 2025-2026 are mentioned
below:
Particulars |
Nos. of equity shares |
Equity Share Capital as on April 01, 2025 |
19,36,33,950 |
Equity shares allotted during 2025-2026 |
|
1. Preferential allotment of equity shares |
1,43,80,000 |
2. Allotment of equity shares pursuant to conversion of warrants |
3,86,45,000 |
3. Equity shares to its eligible employees who exercised their stock
options under the prevailing Employee Stock Option Schemes of the Company at regular
intervals |
511,875 |
Equity Share Capital as on March 31,2026 |
24,71,70,825 |
The paid-up equity share capital of the Company is Rs. 2,47,17,08,250/- (Rupees Two
Hundred and Forty-seven Crores Seventeen Lacs Eight Thousand Two Hundred Fifty Only)
divided into 24,71,70,825 (Twenty-four Crores Seventy-one Lacs Seventy Thousand Eight
Hundred and Twenty-Five) equity shares of face value of Rs. 10/- each as on March 31,
2026.
6. SUBSIDIARY AND ASSOCIATE COMPANIES
As of March 31, 2026, the Company has 5 (five) Subsidiary Companies and 3 (three)
Associate Companies. During the financial year 2025-26, the Company incorporated a wholly
owned subsidiary Viz. Grain & Grape Works Pvt Ltd.
The Board of Directors of the Company "Transferee Company" at their Board
Meeting held on May 29, 2026, approved the Composite Scheme of Amalgamation under Sections
230 to 232 and other applicable provisions of the Companies Act, 2013 read with relevant
rules and regulations. The Scheme, inter alia, provides for amalgamation of two
wholly-owned subsidiaries of the Company, viz. (i) Punjabexpo Breweries Private Limited;
(ii) Vahni Distilleries Private Limited; collectively referred to as the
"Transferor Companies" and individually referred to as the "Transferor
Company" with and into the transferee company.
The appointed date for the Scheme is proposed to be April 01, 2026 or such other date
as may be approved by the Hon'ble National Company Law Tribunal(s) for the purposes of the
Scheme. The Scheme shall be subject
to necessary approvals by the Shareholders, Creditors, Jurisdictional Bench of National
Company Law Tribuna ("NCLT") and other statutory and regulatory authorities, as
may be required.
The consolidated financial statements of the Company and its subsidiaries for the
financial year ended March 31, 2026, 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.
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 and associate companies 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.
7. DIRECTORS
• During the year under review, the Board of Directors appointed Mr. Jenamejayan
Kamalam Shivan (DIN: 09008166) as a Non-Executive Independent Director of the Company with
effect from November 13, 2025 for a term of 3 years. His appointment was subsequently
approved by the Members of the Company on February 09, 2026 through Postal Ballot pursuant
to the Posta Ballot Notice dated November 13, 2025.
The Board of Directors are of the opinion that the Independent Director appointed
during the year possess the requisite integrity, expertise, experience and proficiency
appropriate to their respective roles and responsibilities and are capable of effectively
discharging their duties as Independent Directors of the Company.
• During the year Mrs. Shivani Amit Dahanukar (DIN: 00305503) was re-appointed as
Whole Time Executive Director for a further period of 3 years commencing from June 01,
2025 to May 31, 2028. Her appointment was subsequently approved by the Members of the
Company on August 23, 2025 through Postal Ballot pursuant to the Postal Ballot Notice
dated July 23,2025.
At the 90th Annual General Meeting of the Company, held on September 30, 2025 the
members:
• Re-appointed Mr. Amit Dahanukar (DIN: 00305636), Chairman & Managing
Director of the Company who retired by rotation at the said Meeting and being eligible,
offered himself for re-appointment.
At the 91st Annual General Meeting of the Company, the following is proposed to the
shareholders for their approval:
• Mr. Chemangala Ramachar Ramesh (Mr. C. R. 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:
• Re-appointment and remuneration of Mr. Amit Dahanukar (DIN: 00305636), as
Chairman & Managing Director of the Company:
• Re-appointment and remuneration of Mr. Chemangala Ramachar Ramesh (Mr. C. R.
Ramesh) (DIN: 08876738), as a Whole-time Director of the Company:
• Appointment of Ms. Bhumika Batra (DIN: 03502004) as an Independent Director of
the Company:
• Authorization for payment of commission to Non- Executive (including
Independent) Directors of the Company:
• Authorization for payment of commission to Executive Directors of the Company.
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 Companies Act and other applicable rules and
regulations.
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 Listing Regulations.
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.
8. 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 have been
disclosed in the Corporate Governance Report which forms an integral part of this Report.
9. 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 13, 2026, 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 guestionnaire 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 2025-26 at its meeting held on
May 29, 2026 and expressed overall satisfaction on the performance of the Independent
Directors, Non- Independent Directors, Chairman and the Board as a whole (including its
Committees).
10. NUMBER OF MEETINGS OF THE BOARD
During the year under review, 8 (eight) Meetings of the Board of Directors were held as
per details given below:
Sr. No. |
Date of Meeting |
1 |
May 14, 2025 |
2 |
June 18, 2025 |
3 |
July 23, 2025 |
4 |
July 29, 2025 |
5 |
August 1 1, 2025 |
6. |
November 1 3, 2025 |
7. |
January 27, 2026 |
8. |
February 13, 2026 |
The details of Directors attending the abovementioned Meetings have been furnished as a
part of the Corporate Governance Report.
11. 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.
12. KEY MANAGERIAL PERSONNEL (KMP)
The KMPs as on March 31, 2026 are as follows:
Mr. Amit Dahanukar |
Chairman & Managing Director |
Mrs. Shivani Amit Dahanukar |
Executive Director |
Mr. C. R. Ramesh |
Whole - Time Director |
Mr. Minuzeer Bamboat |
Company Secretary, Compliance Officer & Head - Legal |
Mr. Rajesh Choudhary |
Chief Financial Officer (from January 27, 2026) |
The following are the Changes in KMP during the financial year 2025-2026
KMP |
Change |
Effective date |
Position after change |
*Mr. Abhinav Gupta |
Relinquished position as CFO |
January 27, 2026 |
Chief of Internal Audit; ceased to be KMP but continued as SMP |
Mr. Rajesh Choudhary |
Appointed as CFO |
January 27, 2026 |
CFO, KMP & SMP |
Mr. Minuzeer Bamboat |
Change in designation |
January 27, 2026 |
CS, Compliance Officer & Head - Legal |
*Mr. Abhinav Gupta resigned from the position of Chief of Internal Audit with effect
from April 20, 2026.
13. AUDITORS
Statutory Auditors and Statutory Audit Report
The Members of the Company in their 89th Annual General Meeting held on September 27,
2024 appointed M/s. Harshil Shah & Company, Chartered Accountants firm (ICAI Firm
Registration No. 141179W) as Statutory Auditors of the Company from the conclusion of the
89th Annual General Meeting till the conclusion of the 92nd Annual General Meeting.
No frauds have been reported by the Statutory Auditors during the financial year
2025-26 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
2025-26. CY & Associates having Firm Registration No. 000334 are the Cost Auditors for
the financial year 2025-26.
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 Rs. 1,85,000/- (Rupees One Lac Eighty-Five 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 2026-27.
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, 2025
submitted by CY & Associates, Cost Auditors of the Company.
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. Parikh & Associates, Practicing Company Secretaries, as Secretarial
Auditors of the Company for a term of 5 (five) consecutive financial year 2025-26 till
financial year 2029-30.
The Secretarial Audit Report issued by M/s. Parikh & Associates, Practicing Company
Secretaries for the financial year ended March 31, 2026 is set out in Annexure A' to this
Report. The Observations raised by tine secretarial auditors is self-explanatory and no
adverse qualifications are reported by them.
Annual Secretarial Compliance Report
Tine Annual Secretarial Compliance Reportfor the financial year ended March 31, 2026,
issued by M/s. Parikh & Associates, Practicing Company Secretaries, is available on
the website at https://tilind.com/wp-content/uploads/ investor/260601124749 TIASCR
2026.pdf
Internal Auditors and Internal Audit Report
M/s. Akord & Co., Chartered Accountants are the internal auditors for the financial
year 2025-26.
The Board of Directors has re-appointed M/s. Akord & Co., Chartered Accountants
firm to conduct the internal audit for the period April 2026 to March 2027.
The Audit Committee reviews the observations made by the Internal Auditors in their
reports on quarterly basis and makes necessary recommendations to the management.
14. 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.
15. 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 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.
16. ANNUAL RETURN
In accordance with the provisions of Section 134(3) (a) of the Act, the Company has
uploaded the draft Annual Return for the financial year ended March 31, 2026 on its
website, accessible at https://tilind.com/investors- filinas-reports/
17. EMPLOYEE STOCK OPTION SCHEMES
In order to reward and retain the qualified and skilled employees and to give them an
opportunity to participate in the growth of the Company, the Company has implemented:
(i) Tilaknagar Employee Stock Option Scheme, 2008
(ii) Tilaknagar Employee Stock Option Scheme, 2010
(iii) Tilaknagar Employee Stock Option Scheme, 2012
(iv) Tilaknagar Stock Appreciation Rights Scheme 2024 ("SAR Scheme")
(v) Tilaknagar Employee Stock Option Scheme, 2025
in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SBEB & SE Regulations") and the Special Resolutions
passed by the members on August 27, 2007, August 24, 2009, September 20, 2010, May 24,
2012, August 27, 2024 and February 09, 2026 respectively.
The ESOP 2025 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/.
18. 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 Board's Report and is available on the website of the Company, accessible at https://tilind.com/others/.
19. 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.
20. 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 Pravesh Palod & 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.
21. 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 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 standalone financial statements as
Note No 53.
22. 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. To
build awareness in this area, the Company has been conducting induction/ training
programmes in the organisation on a periodical basis. The Company has not received any
complaint of sexual harassment during the financial year 2025-26.
23. MATERNITY BENEFITS ACT, 1961
The Company is compliant with the applicable provisions relating to the Maternity
Benefits Act, 1961.
24. PUBLIC DEPOSITS
As on April 01, 2025, 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 2025-26. As on March 31, 2026, the
Company was not having any outstanding deposit falling under the scope of the said
Chapter.
25. 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 (" I EPF 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 (" I EPF").
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 I EPF Authority. The details of unclaimed dividend for the financial
year March 31, 2026 are as under and the same is available on the website.
Financial year |
Unclaimed Amount (Rs. In lacs) |
Due date for Transfer to IEPF |
2021-22 |
1.24 |
October 04, 2029 |
2022-23 |
1.88 |
November 02, 2030 |
2023-24 |
3.83 |
November 03, 2031 |
2024-25 |
7.69 |
November 05, 2032 |
During the financial year 2025-26 there was no unclaimed dividend and equity shares
transferred to IEPF Authority.
26. 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
2025-26, qualifying as material transactions under the provisions of the Listing
Regulations.
27. 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 Company, through its risk management processes, endeavours to contain risks within
its defined risk appetite. In the opinion of the Board of Directors, there are no risks
which threaten the existence of the Company. Flowever, certain risks which may pose
challenges to the business are set out in the Management Discussion and Analysis Report,
which forms part of this Annual Report.
28. 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 2025-26.
29. VIGIL MECHANISM
The Company is committed to upholding the highest standards of professionalism,
transparency, and ethical conduct in all our operations. The updated Whistle Blower Policy
reflects Industry best practices and ensures full compliance with relevant regulations.
The Whistle Blower Policy of the Company, establishes a clear and structured process
for reporting any unethica 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 2025-26, 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/.
30. 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.
31. 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 onwards, as part of Annual Report for top 1,000
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/.
32. CREDIT RATINGS
During the financial year 2025-26, CRISIL Ratings had given the outlook of 'Watch
Developing' on the long term bank facilities and thereafter revised its outlook from
'Watch Developing' to 'Crisil A-/Stable'.
The details of credit ratings are available on the website of the Company, accessible
at https://tilind.com/others/.
33. 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.
34. RESIDUARY DISCLOSURES
i. During the financial year 2025-26, 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 2025-26, 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 2025-26, 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 2025-26, 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 2025-2026, and hence disclosure related to 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 2025-26 in respect of the Company.
35. DIRECTORS AND OFFICERS LIABILITY INSURANCE
In accordance with the provisions of Regulation 25(10) of the SEBI Listing Regulations,
the Company has in place an appropriate Directors and Officers Liability Insurance Policy
("D&O Policy") which is renewed annually. The D&O Policy provides
indemnity to all of its Directors (including Independent Directors) and Key Management
Personnel of the Company in respect of liabilities arising in connection with the
discharge of their duties and responsibilities. The Board is of the opinion that quantum
coverage and the risks presently covered under the D&O Policy are adequate.
36. 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 |
|
Amit Dahanukar |
Place: Mumbai |
Chairman & Managing Director |
Date: May 29, 2026 |
(DIN: 00305636) |
|