Tilaknagar Industries : Extra Ordinary Meeting

	June 06, 2022
To,	To,
BSE Limited	National Stock Exchange of India Ltd
The Corporate Relationship Dept,	Exchange Plaza,
1st Floor, Phiroze Jeejeebhoy Towers,	Bandra-Kurla Complex,
Dalal Street,	Bandra (East),
Mumbai-400 001.	Mumbai-400 051.
Scrip Code : 507205	Symbol : TI
Dear Sir/Madam,

Sub: Notice of Extra-OrdinaryGeneral Meeting of the Company

We would like to inform that the Extra-Ordinary General Meeting of the Company ("EGM") is scheduled to be held on Wednesday, June 29, 2022 at 11.00 a.m. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") pursuant to the general circulars issued by the Ministry of Corporate affairs and by the Securities and Exchange Board of India ("SEBI").

Pursuant to the provisions of Regulation 30 and other applicable provisions of the SEBI (LODR) Regulations, 2015, please find enclosed herewith the Notice convening the EGM together with the explanatory statement as has been sent electronically to those Members whose e-mail addresses were registered with the Company or Registrar & Transfer Agent and Depositories as on Friday, June 03, 2022.

The aforesaid Notice is also uploaded on the Company's website i.e. www.tilind.com.

In compliance with the provisions of Companies Act, 2013 and rules framed thereunder and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has fixed the following dates in connection with the EGM:

Cut-off date to vote on EGM resolutions	Wednesday, June 22,	2022
Commencement of remote e-voting	Sunday, June 26, 2022 at 09.00 a.m. (IST)
Conclusion of remote e-voting	Tuesday, June 28, 2022 at 05.00 p.m. (IST)
EGM	Wednesday, June 29,	2022 at 11.00 a.m.(IST)

We request you to kindly take the above information on record.

Thanking you,

Yours faithfully,

For Tilaknagar Industries Ltd.

DIPTI VARUN Digitally signed by

DIPTI VARUN TODKAR

TODKAR Date: 2022.06.06 18:14:22 +05'30'

Dipti Todkar

Company Secretary

CIN: L15420PN1933PLC133303

Registered Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra-413 720

Corporate Office: 3rd Floor, Industrial Assurance Building, Churchgate, Mumbai, Maharashtra-400 020 Email: [e-mail], Website: www.tilind.com, Phone: [phone], Fax: [phone]

NOTICE

NOTICE is hereby given that the Extra-Ordinary General Meeting (EGM) of the Members of Tilaknagar Industries Ltd. ("the Company") will be held on Wednesday, June 29, 2022 at 11.00 a.m. IST through Video Conferencing ('VC') or Other Audio-Visual Means ('OAVM') to transact the following Special Businesses:

1. ISSUE OF EQUITY SHARES OF THE COMPANY TO INVESTORS ON PREFERENTIAL BASIS

To consider and, if deemed fit, to pass with or without modification(s) the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI (ICDR) Regulations"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "SEBI Listing Regulations"), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 ("SEBI Takeover Regulations") and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India ("SEBI") and the Stock Exchanges where the shares of the Company are listed ("Stock Exchanges"), or any other authority / body and enabling provisions in the Memorandum and Articles of Association of the Company and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), consent of the Members of the Company be and is hereby accorded to the Board, to create, offer, issue and allot at an appropriate time, in one or more tranches on a preferential basis, 65,97,221 (Sixty-five Lakhs Ninety-seven Thousand Two Hundred and Twenty- one) Equity Shares of face value Rs. 10/- (Rupees Ten Only) each ("Equity Shares") for cash at a price of Rs. 72/- (including a premium of Rs. 62/- per share) for an amount of Rs. 47,49,99,912/- (Rupees Forty-seven crores Forty-nine Lakhs Ninety-nine Thousand Nine Hundred and Twelve only) to Non-Promoters, as per the details mentioned below ("Proposed Allottees"), provided that the minimum price of Equity Shares so issued shall not be less than the price arrived at, in accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations for preferential issue on such terms and conditions, as are stipulated in the explanatory statement attached and as Board may deem fit in its absolute discretion:

Name of the Proposed	PAN	No. of equity
Allottees		shares of Rs. 10/-
		each
Mr. Kancharla Chandra	AAZPK5378C	13,88,888
Sheker Reddy
S.S Spirits LLP	AEGFS5110K	34,72,222
M&S Bottling Company	AAHCM6288J	17,36,111
Private Limited
TOTAL		65,97,221

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations the "Relevant Date" for the purpose of calculating the floor price for the issue of Equity Shares be and is hereby fixed as Monday, May 30, 2022 being the date 30 days prior to the date of the Extra-Ordinary General Meeting i.e. Wednesday, June 29, 2022;

RESOLVED FURTHER THAT all such Equity Shares to be issued and allotted by the Board shall be subject to the provisions of Memorandum and Article of Association of the Company and shall rank pari passu in all respects including dividend with the existing Equity Shares of the Company;

RESOLVED FURTHER THAT pursuant to the provisions of the Companies Act, 2013, the names of the Proposed Allottees be recorded for the issue of invitation to subscribe to the Equity Shares and a private placement offer cum application letter in Form No. PAS-4 be issued to the Proposed Allottees inviting them to subscribe to the Equity Shares and consent of the Members of the Company be and is hereby accorded to the issuance of the same to the Proposed Allottees;

RESOLVED FURTHER THAT the money received by the Company from the Proposed Allottees with application of the Equity Shares pursuant to this preferential issue be kept by the Company in a separate bank account and the same be utilized after filing the return of allotment as per the Companies Act, 2013;

RESOLVED FURTHER THAT the Equity Shares to be allotted in terms of this resolution be made fully paid up at the time of allotment and be issued in dematerialized form only. Further, the same be subject to lock-in for such period as may be prescribed under Regulation 167 of the SEBI (ICDR) Regulations. The Equity Shares so offered, issued and allotted will be listed on Stock Exchanges where the Equity Shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be;

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution(s), Mr. Amit Dahanukar, Chairman & Managing Director, Mrs. Shivani Amit Dahanukar, Non-Executive Director, Mr. Ajit Sirsat, Chief Financial Officer and Ms. Dipti Todkar, Company Secretary of the Company be and are hereby jointly and severally authorized to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, desirable and expedient for such purpose, including without limitation issuing clarification on the offer, issue and allotment of the Equity Shares, listing of Equity Shares on the Stock Exchanges as per the terms and conditions of SEBI Listing Regulations and other applicable Guidelines, Rules and Regulations, seeking approvals from lenders (where applicable), to execute the necessary documents and enter into contracts, arrangements, agreements (including appointment of agencies, intermediaries and advisor for the Preferential Issue), resolving all questions and doubts that may arise with respect to the offer, issue and allotment of Equity Shares;

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any committee or to one or more Directors or executives of the Company including making necessary filings with the Stock Exchanges and Regulatory Authorities, execution of any document on behalf of the Company , to represent the Company before any governmental authorities and to appoint any Consultants, Professional Advisors and Legal Advisors to give effect to the aforesaid resolution;

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the aforesaid resolutions be and are hereby approved, ratified and confirmed in all respects."

2. ISSUE OF CONVERTIBLE WARRANTS TO INVESTORS ON PREFERENTIAL BASIS

To consider and, if deemed fit, to pass with or without modification(s) the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI (ICDR) Regulations"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "SEBI Listing Regulations"), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 ("SEBI Takeover Regulations") and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India ("SEBI") and the Stock Exchanges where the shares of the Company are listed ("Stock Exchanges"), or any other authority / body and enabling provisions in the Memorandum and

Articles of Association of the Company, and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), consent of the Members of the Company be and is hereby accorded to the Board, to create, issue, offer and allot, from time to time, in one or more tranches, 52,08,333 (Fifty-two Lakhs Eight Thousand Three Hundred and Thirty- Three) convertible warrants ("Warrants") at a price of Rs. 72/- per Warrant with a right to the Warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten Only) each of the Company ("Equity Shares") at a premium of Rs. 62/- per share for each Warrant within a period of 12 (Twelve) months from the date of allotment of the Warrants, for an amount Rs. 37,49,99,976/- (Rupees Thirty- seven crores Forty-nine Lakhs Ninety-nine Thousand Nine Hundred and Seventy-six only) to Non-Promoters, as mentioned below ("Proposed Allottees") for cash and in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations and SEBI Takeover Regulations or other applicable laws and on such terms and conditions as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the Members:

Name	the	Proposed	PAN	No. of convertible
Allottees				warrants
Mr. Amireddy Jaipal Reddy	ADKPA0483C	34,72,222
S.S Spirits LLP		AEGFS5110K	17,36,111
TOTAL				52,08,333

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations, the "Relevant Date" for the purpose of calculating the floor price for the issue of Equity Shares be and is hereby fixed as Monday, May 30, 2022 being the date 30 days prior to the date of the Extra-Ordinary General Meeting i.e. Wednesday, June 29, 2022;

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Warrants shall be subject to the following terms and conditions:

1. Each Warrant shall be convertible into 1 (one) Equity Share of the Company;
2. The Warrant holders shall, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, be entitled to exercise the right of conversion of Warrants in one or more tranches within a period of 12 (Twelve) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allot the corresponding number of Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each to the Warrant holders;
3. An amount equivalent to 25% of the Warrant Issue Price shall be payable at the time of allotment and the balance 75% shall be payable by the Warrant holder(s) on the exercise of right of conversion of Warrant(s) into equity shares;
4. The money received by the Company from the Proposed Allottees for application of the warrants pursuant to this preferential issue be kept by the Company in a separate bank account;
5. In the event that, a Warrant holder does not exercise the right of conversion of Warrants within a period of 12 (Twelve) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company;
6. The price determined above and the number of Equity Shares to be allotted on exercise of the right of conversion of Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time;
7. Apart from the said right of adjustment mentioned in (f) above, the Warrants by themselves, until exercise of the right of conversion of warrants and allotment of Equity Shares, do not give the Warrant holder(s) thereof any rights akin to that of shareholder(s) of the Company;
8. The Company shall procure the listing and trading approvals for the Equity Shares to be issued and allotted to the Warrant holders upon exercise of the right of conversion of Warrants from the relevant Stock Exchanges in accordance with the SEBI Listing Regulations and all other applicable laws, rules and regulations;

1. The Equity Shares so allotted on exercise of the right of conversion of Warrants shall be in dematerialized form only and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects including dividend, with the existing Equity Shares of the Company; and
2. The Warrants and Equity Shares issued pursuant to the exercise of the right of conversion of Warrants shall be locked-in as prescribed under the SEBI (ICDR) Regulations from time to time.

RESOLVED FURTHER THAT Mr. Amit Dahanukar, Chairman & Managing Director, Mrs. Shivani Amit Dahanukar, Non- Executive Director, Mr. Ajit Sirsat, Chief Financial Officer and Ms. Dipti Todkar, Company Secretary of the Company be and are hereby jointly and severally authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot Equity Shares upon exercise of the right of conversion of Warrants, to issue certificates/ clarifications on the issue and allotment of Warrants and thereafter allotment of Equity Shares further to exercise of the right of conversion of Warrants, effecting any modifications to the aforesaid resolution (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements, memoranda to give effect to the resolutions above (including appointment of agencies, consultants, intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares issued on exercise of the right of conversion of Warrants), including making applications to Stock Exchanges for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies (ROC), National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, seeking approvals from lenders (where applicable), to take all such steps as may be necessary for the admission of the Warrants and Equity Shares (to be issued on exercise of the right of conversion of Warrants) with the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective dematerialized securities account of the proposed allottees, and to delegate all or any of the powers conferred by the aforesaid resolutions on it to any committee of Directors or any Director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, including without limitation in connection with the issue and utilization of proceeds thereof, and take all steps and decisions in this regard."

	By Order of the Board of Directors
Place: Mumbai	Dipti Todkar
Date: May 30, 2022	Company Secretary
Registered Office:
P.O. Tilaknagar, Tal. Shrirampur,
Dist. Ahmednagar, Maharashtra-413 720