2. TRANSFER TO RESERVES

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

3. OPERATIONAL REVIEW
Sales performance

The company delivered a Sales volume of 20 mn cases
in FY26 including 4 months of Imperial Blue under Tl
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 :-

s I n 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 H 4,150 crores).

I n 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 H 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 H 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.

s 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 H 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 athttps://tilind.com/codes-and-policies/.

5. SHARE CAPITAL

During the financial year 2025-26 the authorized capital of
the company was increased from 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) Equity Shares of H 10/- (Rupees Ten Only) each to
H 310,00,00 000/- (Rupees Three hundred and ten Crores
Only) divided into 31,00,00,000 (Thirty-one Crores) Equity
Shares of H 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 H 10/-
(Indian Rupees Ten Only), for cash consideration at
an issue price of H 382 /- (Rupees Three Hundred and
Eighty Two Only) per Equity Share aggregating upto
H 549,31,60,000 and;

The objective of the preferential issue was strengthening
the capital base of the Company, augmenting its long¬
term 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:

The paid-up equity share capital of the Company is H
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 H 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 Tribunal
("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.

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.
comand 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 Postal
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 disgualified 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 reguisite 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,

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,

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 reguired
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 athttps://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

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 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, 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 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:

13. 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,

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:

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 H
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

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. 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
the secretarial auditors is self-explanatory and no adverse
qualifications are reported by them.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report for the financial
year ended March 31, 2026, issued by M/s. Parikh &
Associates, Practicing Company Secretaries, is available
on the website athttps://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

I n 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-
filings-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

i n 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 athttps://
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 athttps://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

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 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

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
March 31, 2026 are as under and the same is available
on the website.

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

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 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.
However, 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 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
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 athttps://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. 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 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 athttps://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 athttps://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)