Board Meeting Outcomes

1. Financial Results Approval

The Board considered and approved the Unaudited Financial Results (Consolidated and Standalone) of the Company for the quarter and half year ended September 30, 2026 along with the limited review reports submitted by M/s. Harshil Shah & Company, Statutory Auditors.

2. Director Appointments

  • Lt. Gen Shailesh Tinaikar (Retd) (DIN: 11992935) appointed as Additional Independent Director for 3 years from October 30, 2026 to October 29, 2029, subject to shareholder approval within 3 months
  • Mr. Sanjay Saxena (DIN: 09210552) appointed as Additional Independent Director for 3 years from October 30, 2026 to October 29, 2029, subject to shareholder approval within 3 months
  • Both directors are not related to any existing directors and not debarred from holding director office

3. Director Cessations

  • Maj Gen Dr. Dilawar Singh (Retd) (DIN: 08216047) ceased as Independent Director effective close of business hours on October 30, 2026 upon completion of second consecutive term
  • Mr. Satish Chand Mathur (DIN: 03641285) ceased as Independent Director effective close of business hours on October 30, 2026 upon completion of second consecutive term
  • Maj Gen Dr. Dilawar Singh also ceased as Chairman of Stakeholders Relationship Committee and Nomination and Remuneration Committee, and as member of Audit Committee

4. Committee Reconstitution

The Board reconstituted committees effective October 31, 2026:

Audit Committee:

  • Mr. J.K. Shivan (Chairman)
  • Lt. Gen Shailesh Tinaikar (Retd) (Member)
  • Ms. Swapna Shah (Member)
  • Ms. Bhumika Batra (Member)

Nomination and Remuneration Committee:

  • Lt. Gen Shailesh Tinaikar (Retd) (Chairman)
  • Mr. J.K. Shivan (Member)
  • Ms. Swapna Shah (Member)

Stakeholders Relationship Committee:

  • Mr. Sanjay Saxena (Chairman)
  • Mr. Amit Dahanukar (Member)
  • Mr. J.K. Shivan (Member)

Risk Management Committee:

  • Mr. Amit Dahanukar (Chairman)
  • Ms. Shivani Amit Dahanukar (Member)
  • Mr. J.K. Shivan (Member)
  • Mr. Anil Singal, Deputy CFO (Member)

Financial Results Summary

Consolidated Financial Results (₹ in Lacs except EPS)

Quarter Ended September 30, 2026:

  • Revenue from Operations: ₹2,43,755.90
  • Other Income: ₹77.48
  • Total Income: ₹2,43,833.38
  • Profit Before Exceptional Items and Tax: ₹3,324.85
  • Exceptional Items: ₹(1,094.62)
  • Profit Before Tax: ₹2,230.23
  • Tax Expense: ₹0
  • Share of Profit/(Loss) of Associate: ₹(3.62)
  • Profit for the Period: ₹2,226.61
  • Other Comprehensive Income: ₹(323.29)
  • Total Comprehensive Income: ₹1,903.32
  • Basic EPS: ₹0.90
  • Diluted EPS: ₹0.89

Half Year Ended September 30, 2026:

  • Revenue from Operations: ₹4,68,998.37
  • Other Income: ₹531.10
  • Total Income: ₹4,69,529.47
  • Profit Before Exceptional Items and Tax: ₹9,485.35
  • Exceptional Items: ₹(4,106.54)
  • Profit Before Tax: ₹5,378.81
  • Tax Expense: ₹0
  • Share of Profit/(Loss) of Associate: ₹6.93
  • Profit for the Period: ₹5,385.74
  • Other Comprehensive Income: ₹(184.60)
  • Total Comprehensive Income: ₹5,201.14
  • Basic EPS: ₹2.18
  • Diluted EPS: ₹2.16

Standalone Financial Results (₹ in Lacs except EPS)

Quarter Ended September 30, 2026:

  • Revenue from Operations: ₹2,43,755.90
  • Other Income: ₹191.71
  • Total Income: ₹2,43,947.61
  • Profit Before Exceptional Items and Tax: ₹3,409.10
  • Exceptional Items: ₹(1,094.62)
  • Profit Before Tax: ₹2,314.48
  • Tax Expense: ₹0
  • Profit for the Period: ₹2,314.48
  • Other Comprehensive Income: ₹(324.42)
  • Total Comprehensive Income: ₹1,990.06
  • Basic EPS: ₹0.93
  • Diluted EPS: ₹0.93

Half Year Ended September 30, 2026:

  • Revenue from Operations: ₹4,68,993.27
  • Other Income: ₹747.14
  • Total Income: ₹4,69,740.41
  • Profit Before Exceptional Items and Tax: ₹9,754.63
  • Exceptional Items: ₹(4,106.54)
  • Profit Before Tax: ₹5,648.09
  • Tax Expense: ₹0
  • Profit for the Period: ₹5,648.09
  • Other Comprehensive Income: ₹(186.85)
  • Total Comprehensive Income: ₹5,461.24
  • Basic EPS: ₹2.28
  • Diluted EPS: ₹2.27

Auditor's Review Report

Qualified Conclusion

Statutory Auditors M/s. Harshil Shah & Company issued qualified review report noting:

  • The Company has not carried out impairment assessment of one of the ENA plants as required by Ind AS 36 'Impairment of Assets' though there is an indication of impairment
  • This matter was also qualified in the audit report for year ended March 31, 2026

Emphasis of Matters

1. Composite scheme of amalgamation between Company and subsidiaries approved by Board, subject to approval by creditors, NCLT and regulatory authorities - no accounting effect given

2. Subsidiary Prag Distillery (P) Ltd has recognized ₹1,964.97 lacs paid under protest to Excise Department as receivable based on legal advice - ultimate recovery contingent upon legal authorities' decision

Scope Limitations

  • Auditors did not review interim financial statements of 5 subsidiaries representing total revenue of ₹1,191.80 lacs, total loss of ₹(267.34) lacs, and total assets of ₹3,623.28 lacs
  • Consolidated statement includes share of net profit of ₹6.92 lacs from 2 associate companies whose financial statements were prepared under previous GAAP and restated to Ind AS

Key Notes to Financial Results

1. Exceptional Items

For Q2 FY27: Non-recurring expenses of ₹1,094.62 lacs related to integration of Imperial Blue business division acquired from Pernod Ricard India Private Limited

For H1 FY27: Total exceptional items of ₹4,106.54 lacs comprising integration costs for Imperial Blue acquisition

2. Imperial Blue Acquisition Details

  • Completed acquisition on December 1, 2025 for lump-sum cash consideration of ₹3,442 crores plus deferred consideration of EUR 28 million (approx. ₹290 crores) payable after 4 years
  • CCI approval received on October 7, 2025
  • Acquired Imperial Blue brand and allied trademarks, associated intellectual property
  • Entered into Trademark License Agreement for "Seagram's" trademark, long-term CAB supply agreement, and TSMA with PRI

3. Government Subsidy

Revenue includes subsidy from Government of Maharashtra under Package Scheme of Incentives, 2007:

  • Q2 FY27: ₹191.3 lacs
  • Q1 FY27: ₹2,046.47 lacs
  • H1 FY27: ₹2,237.77 lacs
  • FY26: ₹6,692.44 lacs

4. Income Tax Matter

  • Income Tax Department conducted search operation on February 2, 2024
  • DCIT passed assessment orders for AY 2016-17 to AY 2024-25
  • Company filed appeals before CIT(A) which granted partial relief
  • Company filed appeals before Tribunal expecting favorable outcome
  • No material impact on financial position disclosed

5. Composite Scheme of Amalgamation

  • Board approved on May 29, 2026 for amalgamation of wholly-owned subsidiaries Punjab Expo Breweries Pvt Ltd and Vahni Distilleries Pvt Ltd with Company
  • Appointed date proposed as April 1, 2026
  • Subject to shareholder, creditor, NCLT and regulatory approvals

6. Strategic Investments

Round the Cocktails Pvt Ltd (RTCP):

  • Additional investment of ₹200.00 lacs on July 7, 2026 by subscribing to 1,569 CCPS at ₹12,752 per share
  • Company's shareholding increased to 41.45% on fully diluted basis
  • Share of losses from RTCP: ₹11.60 lacs for H1 FY27

Black Tiger Distilleries Pvt Ltd (BTD):

  • Investment of ₹599.99 lacs on September 15, 2026 by subscribing to 14,628 CCPS and 100 equity shares
  • Shareholding approximately 12.5% on fully diluted basis
  • Investment in tequila and agave spirits segment

7. Subsidiary Matter

  • Prag Distillery paid ₹1,964.97 lacs interest to Excise Department under protest for bottling unit expansion license
  • Amount recognized as receivable based on legal advice, no provision made

Financial Position

Consolidated Balance Sheet (as at September 30, 2026)

  • Total Assets: ₹6,26,318.69 lacs
  • Total Equity: ₹3,01,830.97 lacs
  • Non-Current Liabilities: ₹2,31,008.33 lacs
  • Current Liabilities: ₹93,479.39 lacs
  • Property, Plant & Equipment: ₹49,984.51 lacs
  • Goodwill: ₹9,496.55 lacs
  • Other Intangible Assets: ₹3,10,799.85 lacs
  • Inventories: ₹53,063.04 lacs
  • Trade Receivables: ₹1,55,511.62 lacs
  • Cash & Cash Equivalents: ₹7,227.19 lacs

Standalone Balance Sheet (as at September 30, 2026)

  • Total Assets: ₹6,28,098.04 lacs
  • Total Equity: ₹3,04,093.93 lacs
  • Non-Current Liabilities: ₹2,30,916.55 lacs
  • Current Liabilities: ₹93,087.56 lacs
  • Property, Plant & Equipment: ₹46,361.23 lacs
  • Goodwill: ₹9,496.55 lacs
  • Other Intangible Assets: ₹3,10,799.82 lacs
  • Inventories: ₹53,063.04 lacs
  • Trade Receivables: ₹1,55,511.43 lacs
  • Cash & Cash Equivalents: ₹7,153.80 lacs

Cash Flow Statements

Consolidated Cash Flow (H1 FY27)

  • Net Cash from Operating Activities: ₹(405.73) lacs
  • Net Cash from Investing Activities: ₹8,057.58 lacs
  • Net Cash from Financing Activities: ₹(22,245.12) lacs
  • Net decrease in Cash: ₹(14,593.27) lacs

Standalone Cash Flow (H1 FY27)

  • Net Cash from Operating Activities: ₹(1,023.02) lacs
  • Net Cash from Investing Activities: ₹8,684.00 lacs
  • Net Cash from Financing Activities: ₹(22,245.12) lacs
  • Net decrease in Cash: ₹(14,584.14) lacs

Additional Information

  • Meeting commenced at 2:15 PM and concluded at 4:45 PM on October 30, 2026
  • Results available on company website www.tilind.com and stock exchange websites
  • Previous period figures regrouped and reclassified where necessary