Tilaknagar Industries Ltd has announced a postal ballot notice dated November 13, 2025, seeking shareholder approval for three special resolutions through remote e-voting. The company has engaged Central Depository Services (India) Limited (CDSL) to facilitate the electronic voting process for members.

Key Resolutions for Shareholder Approval

The postal ballot covers three significant corporate actions that require special resolution approval from shareholders:

Director Appointment Details

The company proposes to appoint Mr. Jenamejayan Kamalam Shivan as Non-Executive Independent Director for a term of three consecutive years from November 13, 2025 to November 12, 2028. Mr. Shivan, aged 65 years, brings extensive banking experience as the former MD & CEO of Dhanalaxmi Bank until June 2024. He previously served as Chief General Manager at State Bank of India's Stressed Assets Vertical, handling over ₹90,000.00 crores in stressed assets across telecom, pharma, auto ancillaries, and airlines sectors.

ESOP 2025 Scheme Framework

The Tilaknagar Employee Stock Option Scheme 2025 represents a comprehensive employee incentive program designed to attract, retain, and reward qualified personnel. The scheme's key parameters include:

The scheme encompasses employees working exclusively in India or outside India, including directors (excluding promoters, promoter group members, and independent directors). Eligible participants must not hold more than 10% of outstanding equity shares directly or indirectly.

E-Voting Process and Timeline

Shareholders can participate in the remote e-voting process during the specified period. The voting timeline and key dates are structured as follows:

The company has appointed Advocate R.T. Rajguroo as scrutinizer to conduct the postal ballot process transparently. Only members whose names appear in the Register of Members as of the cut-off date are entitled to vote.

Scheme Extension to Group Companies

The third resolution seeks approval to extend ESOP 2025 benefits to employees of group companies, including subsidiaries and associate companies. This extension maintains the same 50,00,000 stock options ceiling, with allocations to group company employees being subsumed within the aggregate limit. The Board of Directors and Nomination and Remuneration Committee will determine eligibility criteria including performance, merit, grade, conduct, and length of service.

The postal ballot notice is available on the company's website at www.tilind.com and stock exchange websites. Physical copies are not being distributed in compliance with Ministry of Corporate Affairs circulars, with communication occurring exclusively through electronic means.

Source: Tilaknagar Industries Ltd

Tilaknagar Industries Ltd has received a rating reaffirmation from CRISIL Ratings Limited, with its long-term bank loan facilities rating maintained at 'Crisil A-/Stable' and removed from 'Rating Watch with Developing Implications' as of December 30, 2025. The rating action follows the receipt of critical information and clarity around key aspects of the Imperial Blue acquisition, including financials, synergies, and future business outlook.

Rating Enhancement and Key Details

The rating reaffirmation comes with a significant enhancement in the total bank loan facilities rated, reflecting the company's expanded operations post-acquisition.

Imperial Blue Acquisition Impact

CRISIL Ratings believes the acquisition will substantially strengthen TIL's business risk profile through expected tripling of scale and reduced geographical concentration. The company, which currently derives 86% of its volume from South India, is expected to transition into a pan-India IMFL player. The acquisition was funded through an equal mix of debt (term debt of ₹2,100 crore) and equity (₹2,093 crore), with additional working capital limits of ₹345 crore sanctioned.

Financial Metrics and Projections

While the acquisition is expected to strengthen the business profile, CRISIL anticipates some moderation in financial metrics due to increased debt levels and interest expenses.

Business Strengths and Market Position

TIL enjoys a leadership position in the brandy segment with nearly 25% market share in the IMFL industry, excluding Tamil Nadu. Within the prestige and above segment, the company holds around 30% market share. The acquisition of Imperial Blue is expected to diversify the product portfolio, reducing the current heavy reliance on brandy which accounted for 94% of volume in fiscal 2025.

Liquidity and Cash Position

The company's liquidity position has strengthened significantly following recent fundraising activities. During the recent quarter, TIL raised ₹986 crore from preferential issue, resulting in cash and cash equivalents increasing to ₹1,125 crore as of September 30, 2025, compared to ₹103 crore as of March 31, 2025. Bank limit utilization remained low at approximately 19% in the 12 months ended November 2025.

Outlook and Rating Sensitivity

CRISIL maintains a stable outlook, expecting TIL's business risk profile to improve over the medium term supported by substantial increase in scale of operations. The rating agency expects the company to generate net cash accrual of ₹350-550 crore over the medium term, sufficient to meet repayment obligations and capital expenditure requirements. Operating margins may witness some moderation due to Imperial Blue's lower profitability, but cash generation is expected to remain strong.