Board Meeting Outcomes

The Board of Directors of Tilaknagar Industries Ltd held a meeting on July 27, 2026 from 1:15 PM to 4:45 PM. The Board:

1. Considered and approved the Unaudited Financial Results (Consolidated and Standalone) of the Company for the quarter ended June 30, 2026 along with the limited review reports submitted by M/s. Harshil Shah & Company, Statutory Auditors

2. Based on the recommendation of the Nomination and Remuneration Committee (NRC), approved the appointment of Ms. Bhumika Batra (DIN: 03502004) as an Additional Independent Director for a period of 3 years commencing from July 27, 2026 to July 26, 2029, subject to approval of Members within 3 months from date of appointment

Director Appointment Details

Ms. Bhumika Batra is a law and commerce graduate, qualified Company Secretary, and alumnus of Cornell University, SC Johnson School of Business, New York. She has over 22 years of experience in corporate laws including mergers, acquisitions, private equity investments, anti-corruption laws, competition laws, and regulatory compliance. She is Partner with Crawford Bayley & Co. and sits as independent director on various public limited companies. She was awarded "Rising Star - 40 under 40" by Legal Era in 2018. Ms. Batra is not related to any Director(s) of the Company and is not debarred from holding director office by any SEBI order.

Financial Results - Consolidated (Quarter ended June 30, 2026)

| Particulars | Q1 FY27 (₹ in Lacs) | Q4 FY26 (₹ in Lacs) | Q1 FY26 (₹ in Lacs) | FY26 (₹ in Lacs) |

| Revenue from operations | 225,242.47 | 209,012.26 | 84,864.88 | 524,757.61 |

| Other Income | 253.62 | 700.59 | 425.19 | 2,608.16 |

| Total Income | 225,696.09 | 209,712.85 | 85,290.06 | 527,365.77 |

| Total Expenses | 219,535.59 | 204,997.64 | 76,428.22 | 502,111.47 |

| Profit before exceptional items and tax | 6,160.50 | 4,715.21 | 8,861.84 | 25,254.30 |

| Exceptional Items | (3,011.92) | (6,254.49) | - | (23,196.55) |

| Profit Before Tax | 3,148.58 | (1,539.28) | 8,861.84 | 2,057.75 |

| Total tax expense | - | - | - | - |

| Profit for the period before share of associate | 3,148.58 | (1,539.28) | 8,861.84 | 2,057.75 |

| Share of Profit/(Loss) of associate | 10.55 | 28.63 | (11.70) | 29.27 |

| Profit for the period | 3,159.13 | (1,430.65) | 8,850.14 | 2,087.02 |

| Other Comprehensive Income | 136.69 | 325.69 | (28.80) | 554.78 |

| Total Comprehensive Income | 3,295.82 | (1,104.96) | 8,821.34 | 2,641.80 |

| Paid-up Equity Share Capital | 24,747.39 | 24,717.08 | 19,381.38 | 24,717.08 |

| EPS - Basic (₹) | 1.28 | (0.58) | 4.57 | 0.97 |

| EPS - Diluted (₹) | 1.27 | (0.58) | 4.54 | 0.96 |

Financial Results - Standalone (Quarter ended June 30, 2026)

| Particulars | Q1 FY27 (₹ in Lacs) | Q4 FY26 (₹ in Lacs) | Q1 FY26 (₹ in Lacs) | FY26 (₹ in Lacs) |

| Revenue from operations | 225,237.37 | 209,012.09 | 84,864.88 | 524,757.44 |

| Other Income | 555.43 | 1,428.84 | 435.41 | 2,502.14 |

| Total Income | 225,792.80 | 210,440.93 | 85,300.29 | 527,259.58 |

| Total Expenses | 219,447.27 | 204,891.49 | 76,452.90 | 502,008.20 |

| Profit before exceptional items and tax | 6,345.53 | 5,549.44 | 8,847.39 | 25,251.38 |

| Exceptional Items | (3,011.92) | (6,254.49) | - | (23,196.55) |

| Profit Before Tax | 3,333.61 | (705.05) | 8,847.39 | 2,054.83 |

| Total tax expense | - | - | - | - |

| Profit for the period | 3,333.61 | (705.05) | 8,847.39 | 2,054.83 |

| Other Comprehensive Income | 137.57 | 317.72 | (27.67) | 550.29 |

| Total Comprehensive Income | 3,471.18 | (387.33) | 8,819.72 | 2,605.12 |

| Paid-up Equity Share Capital | 24,747.39 | 24,717.08 | 19,381.38 | 24,717.08 |

| EPS - Basic (₹) | 1.35 | (0.29) | 4.57 | 0.96 |

| EPS - Diluted (₹) | 1.34 | (0.29) | 4.54 | 0.95 |

Auditor's Qualifications and Emphasis of Matter

Harshil Shah & Company issued qualified conclusions on both consolidated and standalone results:

1. The Company has not carried out impairment assessment of one of the ENA plants as required by Indian Accounting Standard (Ind AS 36) 'Impairment of Assets' though there is an indication of impairment

2. For consolidated results, the auditors did not review interim financial statements of 5 subsidiaries included in the consolidated statement with total revenue of ₹502.62 lakhs and total loss of ₹184.06 lakhs for the quarter

3. The consolidated statement includes the Group's share of profit/loss of ₹Nil for one associate whose financial results were not audited

4. Emphasis of Matter: Composite scheme of amalgamation between the Company and its subsidiaries approved by the Board is subject to approval by shareholders, creditors, NCLT and other regulatory authorities, hence no accounting effect has been given

Key Notes to Financial Results

Subsidy Income: Revenue from Operations includes ₹2,046.47 lacs for Q1 FY27, ₹858.45 lacs for Q4 FY26, ₹3,862.27 lacs for Q1 FY26, and ₹6,692.44 lacs for FY26 received as partial Subsidy from Government of Maharashtra under Package Scheme of Incentives, 2007

Exceptional Items Q1 FY27: ₹3,011.92 lakhs for non-recurring expenses related to integration of Imperial Blue business division acquired from Pernod Ricard India Private Limited

Exceptional Items FY26: Includes:

  • Acquisition-related expenses for Imperial Blue business: ₹5,064.66 lakhs for Q4 FY26 and ₹22,006.72 lakhs for full year
  • Gratuity for past services due to new Labour Codes: ₹1,189.83 lakhs incremental impact

Imperial Blue Acquisition Details:

  • Completed acquisition on December 01, 2025 from Pernod Ricard India Private Limited
  • Lump-sum cash consideration of ₹3,442 crores with deferred consideration of EUR 28 million (approximately ₹290 crores) payable after four years
  • CCI approved transaction on October 07, 2025
  • Acquired Imperial Blue brand and allied trademarks including Imperial Black and Imperial Red
  • Includes Trademark License Agreement for "Seagram's" trademark, long-term CAB supply agreement, and TSMA with PRI

Income Tax Matter: Income Tax Department conducted search under section 132 on February 2, 2024. DCIT reassessed income from AY 2016-17 to AY 2024-25. Company filed appeals with CIT(A) and subsequently with Tribunal. Based on risk-assessment, no material impact on financial position

Composite Scheme of Amalgamation: Board approved on May 29, 2026 for amalgamation of Punjabexpo Breweries Private Limited and Vahni Distilleries Private Limited (wholly-owned subsidiaries) with Tilaknagar Industries. Appointed date proposed as April 1, 2026, subject to approvals

New Subsidiary: Board approved incorporation of wholly-owned subsidiary in Nigeria, subject to regulatory approvals

Segment Information: The Group is predominantly engaged in manufacture and sale of Indian Made Foreign Liquor (IMFL) constituting a single business segment

ENA Plant: Management believes no impairment in value of ENA Plant as they expect to restart grain distillery plant post capital expenditure

Additional Information

The results have been reviewed by the Audit Committee and approved by the Board. Previous period figures have been regrouped and reclassified wherever necessary. The results are available on company website (www.tilind.com) and stock exchange websites.