Tilaknagar Industries : Extra Ordinary Meeting

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, December 07, 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, November 11, 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:

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

Thanking you,

Yours faithfully,

For Tilaknagar Industries Ltd.

Dipti Todkar

Company Secretary

Encl: a/a

CIN: L15420PN1933PLC133303

Registered Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Shrirampur Maharashtra-413 720 Corporate Office: 3rd Floor, Industrial Assurance Building, Churchgate, Mumbai, Maharashtra-400 020 Email: investor@tilind.com, Website: www.tilind.com, Phone: +91 22 22831716 Fax: +91 22 22046904

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, December 07, 2022 at

11.00 a.m. IST through Video Conferencing ('VC') or Other Audio-Visual Means ('OAVM') to transact the following Special Businesses:

1. TO APPROVE THE REVISED REMUNERATION OF MR. CHEMANGALA RAMACHAR RAMESH, WHOLE TIME DIRECTOR OF THE COMPANY FOR THE PERIOD APRIL 01, 2022 TO NOVEMBER 12, 2023

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

Special Resolution:

"RESOLVED THAT in partial modification of the resolution passed in this regard by the members of the Company at the 85th Annual General Meeting held on December 29, 2020, pursuant to the provisions of Section 196, 197, 198, 203 and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V to the Companies Act, 2013 and relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended read with the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded for the payment of remuneration of Mr. Chemangala Ramachar Ramesh ( Mr. C. R. Ramesh) (DIN: 08876738), Whole-time Director with effect from April 01, 2022 for his remaining tenure, i.e. till November 12, 2023, details of which are as follows:

1. Salary (including variable pay, perquisites excluding perquisites on ESOP, allowances, provident fund, gratuity applicable to the employees of his grade as per the Company's policy): Not exceeding Rs. 45,00,000/- (Rupees Forty-five Lakhs only) per annum.
2. Perquisite on ESOP: Based on the prevailing employees stock option schemes in the Company, perquisite value arising on exercise of ESOPs allotted to him during the above- mentioned tenure will be added to the remuneration

RESOLVED FURTHER THAT in the event the Company has no profits or its profits are inadequate, the remuneration as mentioned above shall be paid to Mr. C. R. Ramesh, Whole- time Director as the minimum remuneration;

RESOLVED FURTHER THAT except for the aforesaid revision in remuneration, all other terms and conditions of his appointment as Whole-time Director of the Company, as approved by the members through special resolution passed at the Annual General Meeting of the Company held on December 29, 2020 shall remain unchanged;

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RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby jointly and severally authorized to alter and vary the terms and conditions of his appointment in such manner as may be agreed between the Board and Mr. C. R. Ramesh and to do all such acts, deeds and things as may be necessary in order to give effect to the aforesaid resolution and matters arising therefrom or in relation thereto and also to settle any question, difficulty or doubt that may arise in this regard without requiring to secure any further consent or approval of the Members of the Company;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby jointly and severally 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 to do all such acts, deeds and things as may be necessary in order to give effect to the aforesaid resolution and matters arising there from or in relation thereto."

2. TO INCREASE THE AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT ALTERATION IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

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

an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 13 and 61 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (including any statutory modification or re-enactment thereof, for the time being in force), the consent of the members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company from Rs. 180,00,00,000/- (Rupees One Hundred Eighty Crores) divided into 18,00,00,000 (Eighteen Crores) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 225,00,00,000/- (Rupees Two Hundred and Twenty-Five Crores) divided into 22,50,00,000 (Twenty- Two Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each;

RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the following new Clause No. V in place of the existing Clause No. V of the Memorandum of Association of the Company:

V. The Authorized Share Capital of the Company is Rs. 225,00,00,000/- (Rupees Two Hundred and Twenty- Five Crores) divided into 22,50,00,000 (Twenty-Two Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each with the rights, privileges and conditions attached thereto as are provided in the Articles of Association of the Company. The Company shall have the power to increase or reduce or consolidate or sub divide the capital of the Company for the time being and from time to time divide the shares of the new Capital into several classes and denomination and to issue any shares of the original or new capital of the Company for the time being, with such privileges or conditions attached thereto respectively including rights to dividends in the distribution of assets of the Company from time to time in accordance with the Articles of Association of the Company and subject to the provisions of the Companies Act, 2013 for the time being in force.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby jointly and severally authorized to do all such acts, deeds and things as may be necessary in order to give effect to the aforesaid resolution and matters arising therefrom or in relation thereto and also to settle any question, difficulty or doubt that may arise in this regard without requiring to secure any further consent or approval of the Members of the Company;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby jointly and severally 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 to do all such acts, deeds and things as may be necessary in order to give effect to the aforesaid resolution and matters arising there from or in relation thereto."

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3. TO APPROVE THE ISSUE OF EQUITY SHARES ON PREFERENTIAL ALLOTMENT

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 (including any statutory modification(s) or re-enactment thereof for the time being in force) , 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"), Foreign Exchange Management Act, 1999 ("FEMA") 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"), Reserve Bank of India ("RBI") 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, on a preferential basis, 1,05,26,315 (One Crore Five Lakhs Twenty-Six Thousand Three hundred and Fifteen only) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each ("Equity Shares") for cash at a price of Rs. 95/- (including a premium of Rs. 85/- per share) for an amount aggregating to Rs. 99,99,99,925 (Rupees Ninety-Nine Crores Ninety-Nine Lakhs Ninety-Nine Thousand Nine Hundred and Twenty-Five only) to a Non-Promoter entity, as per the details mentioned below ("Proposed Allottee"), 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 with this resolution and in accordance with SEBI (ICDR) Regulations and applicable rules, laws and regulations;

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, November 07, 2022 being the date 30 days prior to the date of the Extra-Ordinary General Meeting i.e. Wednesday, December 07, 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;

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RESOLVED FURTHER THAT pursuant to the provisions of the Companies Act, 2013, the name of the Proposed Allottee 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 Allottee;

RESOLVED FURTHER THAT the money received by the Company from the Proposed Allottee 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 and the same shall 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 the Board of Directors 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 and also to settle any question, difficulty or doubt that may arise in this regard without requiring to secure any further consent or approval of the Members of the Company;

RESOLVED FURTHER THAT the Board of Directors 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, RBI and Regulatory Authorities, to execute 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.

On behalf of Board of Directors

Place: Mumbai

Date: November 10, 2022Dipti Todkar

Company Secretary

(ACS 21676)

Registered Office:

P.O. Tilaknagar, Tal. Shrirampur,

Dist. Ahmednagar, Shrirampur Maharashtra-413 720

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