Tilaknagar Industries Ltd has announced the cessation of Ms. Aparna Praveen Chaturvedi as an Independent Director, effective from the close of business hours on July 30, 2026. The departure follows the completion of her second consecutive term on the Board of Directors. This change impacts the composition of key board committees, specifically removing an experienced voice from the Audit Committee leadership.

The company disclosed the change under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Upon stepping down from the board, Ms. Chaturvedi (DIN: 00028647) also ceased to hold the position of Chairperson of the Audit Committee. Additionally, she is no longer a member of the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee.

Committee Restructuring

The exit of Ms. Chaturvedi necessitates a review of the committee structures, particularly for the Audit Committee where she served as Chairperson. The Board of Directors and the Management of the company have placed on record their appreciation for the valuable contributions and guidance provided by Ms. Chaturvedi during her association with Tilaknagar Industries Ltd.

Regulatory Compliance

The intimation was submitted to both the BSE Limited and the National Stock Exchange of India Limited. Minuzeer Bamboat, Company Secretary, Compliance Officer & Head – Legal, digitally signed the disclosure on July 30, 2026. The detailed disclosure required under Regulation 30 was enclosed as Annexure – 1 in the filing. The information is also available on the company’s website at www.tilind.com .

What the Numbers Show

While this announcement does not involve financial metrics, it highlights a routine but critical governance transition. The completion of a second consecutive term is a standard regulatory requirement under the Companies Act, 2013, which mandates that independent directors cannot serve more than two terms. The immediate cessation from all committee roles ensures a clean break in governance responsibilities, requiring the board to appoint replacements to maintain quorum and regulatory compliance for the Audit Committee, which is a statutory body.

Tilaknagar Industries reported a consolidated net revenue of ₹1,046 crore for the quarter ended June 30, 2026, marking its first-ever quarterly crossing of the ₹1,000 crore threshold. This represents a 166% year-on-year increase from ₹394 crore in the prior year period, driven by a 172% jump in volumes to 8.7 million cases following the full-quarter impact of the Imperial Blue acquisition. Adjusted profit after tax (PAT), excluding exceptional items and amortization related to the acquisition, rose 52% to ₹76 crore. The company's net debt increased to ₹2,100 crore from ₹1,911 crore in March 2026 due to complete working capital cycle investments, though management targets net debt reduction to approximately ₹1,700 crore by March 2027.

The Board of Directors approved the unaudited financial results on July 27, 2026. Statutory auditors Harshil Shah & Company issued a qualified conclusion due to the company's failure to carry out an impairment assessment of one of its ENA plants, despite indications of impairment. This qualification persists from the audited financial statements for the year ended March 31, 2026. Management expects to restart the grain distillery plant after incurring relevant capital expenditure, leading to the belief that no impairment is required.

Financial Performance

Consolidated revenue from operations stood at ₹1,046 crore for the quarter, compared to ₹394 crore in the year-ago period. Adjusted for subsidy income, net revenue was ₹1,026 crore, growing at 189%. EBITDA grew by 79% to ₹169 crore from ₹94 crore, with an EBITDA margin of 16.10% compared to 23.61% in the prior year period. Adjusted for subsidy income, EBITDA stood at ₹148 crore, representing a 166% year-on-year growth with a margin of 14.5%. Excluding the impact of inflationary pressure, the margin would have been approximately 17%.

Profit before tax increased by 9% to ₹96 crore. After accounting for exceptional items totaling ₹30.11 crore related to post-acquisition integration costs for the Imperial Blue business, and tax expenses, the reported net profit was ₹31.59 crore. However, adjusted PAT (excluding exceptional items and amortization on intangible assets related to the acquisition of Imperial Blue) increased by 52% year-on-year to ₹76 crore.

The following table summarises the key financial metrics for the quarter:

*Excluding exceptional items and amortization related to Imperial Blue acquisition.

Operational Highlights

Volumes grew by 172% year-on-year to reach 8.7 million cases. On a quarter-on-quarter basis, total volumes rose by 9%, led by Imperial Blue (IB), which recorded 17.7% growth. IB expanded its market share across India by approximately 150 basis points quarter-on-quarter, with significant improvements in North, West, and South regions. The brand crossed 2 million cases in both May and June 2026. Mansion House Brandy (MHB) reached 2.6 million cases, reflecting growth of over 7% year-on-year.

Mr. Amit Dahanukar, Chairman & Managing Director, stated that ~90% of IB operations have been transitioned out of the Transition Services & Manufacturing Agreement (TSMA), leaving only one state to be completed. Consequently, exceptional costs relating to the transition are expected to reduce significantly over the remainder of FY27, with average monthly TSMA expenses halving to ~₹8 crore.

Balance Sheet and Debt Structure

The company's gross debt decreased slightly to ₹2,241 crore from ₹2,295 crore in March 2026, primarily due to a reduction in working capital loans from ₹230 crore to ₹175 crore. However, cash and cash equivalents dropped significantly from ₹384 crore to ₹141 crore, resulting in an increase in net debt to ₹2,100 crore. The term loan component remained stable at ₹2,041 crore. This term loan has a six-year period with a two-year principal moratorium, followed by a balloon repayment structure where 65% of the principal is due in the sixth year. The effective interest rate on the term loan is ~10%-11%.

Management Guidance and Strategic Priorities

During the concall, management outlined key strategic priorities and financial targets for the near and medium term. The company's strategic focus includes generating demand for its brands to deliver double-digit volume growth, expanding the luxury and premium portfolio by leveraging the pan-India distribution strength of Imperial Blue and Mansion House, and increasing trade and consumer engagements for Imperial Blue.

On the volume and revenue outlook, the combined business is expected to achieve high-single-digit to low-double-digit volume growth for FY27, with an upgrade to mid-teens annual volume growth for the next couple of years from FY28 onwards, supported by new launches. Revenues are projected to grow at least 300 basis points higher than volume growth. A price increase is also expected in Telangana in Q2, which could provide an incremental margin impact of 150 to 200 basis points on an annualized basis.

The following table summarises the key guidance metrics shared during the concall:

On the debt and margin front, the company aims to reduce net debt from ₹2,100 crore in Q1FY27 to approximately ₹1,700 crore by March 2027, targeting a net debt-to-EBITDA ratio below 1x by March 2029 through efficient capital deployment and disciplined debt management. Consolidated EBITDA margins are targeted to reach 16% to 18% by FY29 with an upward bias, improving from the 15.5% base set in Q4FY26 for FY27. This improvement is expected to be driven by optimizing packaging, processes, and supply chain, leading to operating leverage and economies of scale. Cost savings from packaging changes and customs reductions under the India-UK FTA are also expected to contribute 250–400 basis points in margin expansion on the acquired business.

Corporate Developments

The Board appointed Ms. Bhumika Batra as an Additional Independent Director for a term of three years, commencing July 27, 2026, subject to shareholder approval. Additionally, the Board approved the incorporation of a wholly-owned subsidiary in Nigeria, pending regulatory approvals. The company continues to pursue the Composite Scheme of Amalgamation involving subsidiaries Punjab Expo Breweries Private Limited and Vahni Distilleries Private Limited, awaiting approvals from shareholders, creditors, and the National Company Law Tribunal (NCLT). Tilaknagar also increased its stake in Bartisans to 41.45% through a ₹2 crore primary infusion, aiming to capitalize on the growing cocktail culture and q-commerce momentum.