July 23, 2026

To,
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai 400001
Scrip Code: 507205

To,
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block-G,
Bandra-Kurla Complex, Bandra (East),
Mumbai-400 051.
Symbol: TI

Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Postal Ballot Notice dated May 29, 2026, seeking approval of the members of the Company, by way of remote e-voting process for Re-Appointment of Ms. Swapna Shah (DIN: 08807901) as a Non-Executive Non-Independent Director of the company.

Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the Register of Members / Register of Beneficial Owners, as on Friday, July 17, 2026 ("Cut-off Date"), received from the Depositories and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories.

The Company has engaged the services of the Central Depository Services (India) Limited ("CDSL") for the purpose of providing remote e-voting facility to its Members. The e-voting facility will be available during the following period:

The Postal Ballot Notice is also available on the Company's website at www.tilind.com and on the websites of the Stock Exchanges viz. www.bseindia.com and www.nseindia.com. A copy of the same is also available on the website of Central Depository Services (India) Limited (CDSL) at www.evotingindia.com.

Corp. Office: Industrial Assurance Building, 3rd Floor, Churchgate, Mumbai, Maharashtra - 400 020, India
P: +91 (22) 2283 1716/18
F: +91 (22) 2204 6904
E: [email protected]
CIN: L15420PN1933PLC133303

Regd. Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahilyanagar, Maharashtra - 413 720, India
P: +91 (2422) 265 123 / 265 032
F: +91 (2422) 265 135
E: [email protected]
Web: www.tilind.com

Kindly acknowledge the receipt and take the same on your record.
Thanking you,
Yours faithfully,
For Tilaknagar Industries Ltd.
Minuzeer Digitally signed by Minuzeer Yazdi Bamboat
Yazdi Bamboat Date: 2026.07.23 19:27:52
$+05^{\prime} 30^{\prime}$
Minuzeer Bamboat
Company Secretary, Compliance Officer \& Head - Legal
Encl: a/a

Corp. Office: Industrial Assurance Building, $3^{\text {rd }}$ Floor, Churchgate, Mumbai, Maharashtra - 400 020, India P +91 (22) 2283 1716/18 F +91 (22) 22046904
E [email protected]
CIN: L15420PN1933PLC133303

Regd. Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahilyanagar, Maharashtra - 413 720, India P +91 (2422) 265123 / 265032 F +91 (2422) 265135 E [email protected]

Web: www.tllind.com

POSTAL BALLOT NOTICE
[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),
NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, ('the Act') (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, ('Rules'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India ('SS-2'), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs ('MCA') vide its General Circular No.14/2020 dated April 8, 2020; General Circular No. 17/2020 dated April 13, 2020; and subsequent circulars issued from time to time, the latest one being General Circular No. 03/2025 dated $22^{\text {nd }}$ September, 2025 issued by the Ministry of Corporate Affairs ('MCA Circulars'), to transact the special business as set out hereunder by passing Special Resolutions by way of postal ballot only by voting through electronic means (remote evoting).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice ('Notice') is being sent by Tilaknagar Industries Limited ('the Company') only through electronic mode to those Members whose email addresses are registered with the Company / Registrar and Transfer Agent ('RTA')/ Depository Participants (DPs). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The process for registration of email address is appended in the Notes to this Notice. In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. The Company has engaged the services of the Central Depository Services (India) Limited ("CDSL") for the purpose of providing remote e-voting facility to its Members.

The Explanatory Statement pursuant to Sections 102 and 110 and other applicable provisions of the Act, pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof are annexed to this Notice.

This Notice is being sent to all the Members, whose names have appeared in the Register of Members/List of Beneficial Owners maintained by the Depositories as on the cut-off date

i.e Friday, July 17, 2026. The Members/Beneficial Owners as on the cut-off date are entitled to vote under the e-voting facility offered by the Company and any other recipient of the Notice who has no voting rights should treat this Notice for information purpose only.

Members desiring to exercise their vote through the remote e-voting facility arranged by the Company are requested to carefully read the instructions and follow the procedure as stated in the Notes forming part of this Notice for casting of votes not later than 5:00 p.m. (IST) on Sunday, August 23, 2026. The remote e-voting facility will be disabled by CDSL immediately thereafter and voting shall not be allowed beyond the said time and date.

The Board of Directors of the Company has appointed Advocate R. T. Rajguroo, Advocate High Court as the Scrutiniser to scrutinise the remote e-voting process in a fair and transparent manner.

After completion of scrutiny of the votes cast, the Scrutiniser will submit his report to the Chairman or any other person authorised by him. The Scrutiniser's decision on the validity of votes cast will be final. The declaration/announcement of the results as stated above shall be treated as declaration of results at a duly convened General Meeting of the Members. The results declared, along with the Scrutiniser's Report, shall be announced by the Chairman or such person as authorised within two working days from the conclusion of the remote e-voting. The Results declared along with the Scrutinizer's Report shall be placed on the website of the Company i.e. www.tilind.com and CDSL i.e. www.evotingindia.com and shall also be forwarded to the Stock Exchanges on which shares of the Company are listed i.e. National Stock Exchange of India Limited and BSE Limited.

Re-Appointment of Ms. Swapna Shah (DIN: 08807901) as Non-Executive NonIndependent Director of the Company and approval of advisory fees

To consider and, if thought fit, to pass the following resolution as an ORDINARY RESSOLUTION
"RESOLVED THAT pursuant to the provisions of Section 149, 152, and all other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (the "Rules"), the applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and the provisions of the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of Board of Directors, Ms. Swapna Shah (DIN: 08807901), who has given her consent to act as Director of the Company and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act proposing her candidature for the office of Director of the Company, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, for a period of one year commencing with effect from June 01, 2026 and ending on May 31, 2027 (both days inclusive);

RESOLVED FURTHER THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Act read with the Rules made thereunder and Regulation 17 and other applicable Regulations, if any, of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and based on the recommendation of Nomination and Remuneration Committee and Board of Directors made at its Meeting held on May 29, 2026, the consent of members of the Company be and is hereby accorded to approve the advisory fees of Ms. Swapna Shah,

(DIN: 08807901), Non-Executive Non-Independent Director of the Company upto an amount not exceeding Rs. 2,50,000/-(Rupees Two Lacs and Fifty Thousand Only) per month excluding taxes, if any;

RESOLVED FURTHER THAT the Board of Directors of the Company or any of its constituted committees be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

For Tilaknagar Industries Limited

Sd/-
Minuzeer Bamboat
Company Secretary, Compliance Officer \& Head - Legal
(ACS-73014)
Place : Mumbai
Date: May 29, 2026

Registered Office

P.O. Tilaknagar, Tal. Shrirampur

Dist. Ahilyanagar, Maharashtra-413 720

Notes:

1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 setting out all the material facts with respect to each item of the Special Business is annexed hereto.
2. Brief profile and other additional information pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulation") and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, in respect of the Directors seeking re-appointment, is also annexed to the Notice.
3. In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from Bigshare Services Private Ltd., the Company's Registrar and Transfer Agent ('RTA') / Depositories as on Friday, July 17, 2026 ('CutOff date') and whose email addresses are registered with the Company/ RTA/Depository Participants (in case of electronic shareholdingior who will register their email address in accordance with the process outlined in this Notice and the communication of assent/dissent of the members will only take place through the remote e-voting system.
4. Hence, in accordance with the MCA Circulars, physical copies of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope are not being sent to the shareholders for this Postal Ballot and shareholders are required to communicate their assent or dissent through the remote e-voting system only.
5. The Postal Ballot Notice is also placed on the website of the Company i.e. www.tilind.com and CDSL i.e. www.evotingindia.com.
6. Members who wish to inspect the documents referred to in the Notice or Explanatory Statement may send their requests at [email protected] from their registered email address mentioning their Name, Folio Number / DP ID \& Client ID until the last date of remote e-voting period of this Postal Ballot i.e. Sunday, August 23, 2026.
7. The Company is pleased to provide remote e-voting facility to its Members, to enable them to cast their votes electronically through the Electronic Voting (e-voting) Services provided by Central Depository Services (India) Limited (CDSL). The instructions for remote e-voting are mentioned in Note No. 27 of this Notice. A Member shall only avail this facility as per the instructions provided herein.
8. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off date i.e. Friday, July 17, 2026. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

It is however clarified that, all Members of the Company as on the Cut-Off date (including those Members who may not have received this Notice due to nonregistration of their email addresses with the Company / RTA / Depositories) shall be entitled to vote in relation to the aforementioned resolutions in accordance with the process specified in this Notice.
9. The remote e-voting shall commence on Saturday, July 25, 2026 at 9:00 a.m. (IST) and shall end on Sunday, August 23, 2026 at 5:00 p.m. (IST). During this period, Members

of the Company holding shares in physical or electronic form as on the Cut-Off date may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.
10. The voting for this Postal Ballot cannot be exercised through proxy.
11. During the voting period, Members can login to CDSL's e-voting platform any number of times till they have voted on the Resolutions. Once the vote on a Resolution is casted by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.
12. The Board of Directors has appointed Advocate R. T. Rajguroo, Advocate High Court as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
13. The Scrutinizer will submit his report to the Chairman/any other Director/Key Managerial Personnel as may be authorized by the Chairman after completion of the evoting. The results will be declared within two working days from the completion of the remote e-voting and will also be displayed on the website of the Company i.e. www.tilind.com and CDSL i.e. www.evotingindia.com and shall also be forwarded to the Stock Exchanges on which shares of the Company are listed i.e. National Stock Exchange of India Limited and BSE Limited.
14. Resolutions passed by Members through Postal Ballot are deemed to have been passed (if approved by requisite majority) as if they have been passed at a duly convened General Meeting of the Members. The resolutions, if approved by the requisite majority shall be deemed to have been passed on the last date of voting, i.e., Sunday, August 23, 2026.
15. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.
16. Members who have not registered their e-mail address with the Company can now register the same by sending an e-mail at [email protected] and/or by sending a request to Bigshare Services Pvt. Ltd., Registrar and Share Transfer Agent (RTA) through e-mail at [email protected] or contact at (022) 62638200. Members holding Shares in demat form are requested to register their e-mail address with their DP only. The registered e-mail address will be used for sending future communications.
17. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for a long time. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.
18. As per Regulation 40 of the SEBI Listing Regulations and recent circulars, SEBI has mandated listed companies to issue securities in dematerialised form only while processing service requests pertaining to viz. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition.
19. SEBI has mandated the updation of PAN, contact, Bank account, specimen signature and nomination details, against folio / demat account. PAN is also required to be updated for participating in the securities market, deletion of name of deceased holder and transmission / transposition of shares. As per applicable SEBI Circular, PAN

details are to be compulsorily linked to Aadhar details by the date specified by Central Board of Direct Taxes. Members are requested to submit PAN, or intimate all changes pertaining to their bank details, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, specimen signature (as applicable) etc., to their Depository Participant ('DP') in case of holding in dematerialised form or to Company's Registrar and Share Transfer Agents through Form ISR-1, Form ISR-2 and Form ISR-3 (as applicable).
20.In view of the same and to eliminate all risks associated with physical shares and inherent benefits of dematerialization, Members are advised to dematerialise the shares held by them in physical form. Members can contact Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agent of the Company for further assistance in this regard.
21.Pursuant to Section 72 of the Act read with the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in single name are entitled to nominate a person to whom their shares in the Company shall vest in the event of their demise by sending a nomination in the prescribed Form No. SH-13 or make changes to their nomination details through Form SH-14 and Form ISR-3 duly filled in to Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agent of the Company. Members holding shares in electronic form may contact their respective Depository Participant(s) for availing this facility.
22. Members holding shares in physical form are requested to approach Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agent of the Company at Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093, Tel: (022) 6263 8200, Fax: (022) 6263 8299, E-mail: [email protected], Website: www.bigshareonline.com for:
a. intimating any change in their address and/or bank mandate;
b. submitting requests for transmission, name deletion, issue of duplicate share certificates, name change, split, consolidation, etc.;
c. nominating any person to whom the shares shall vest in the event of death;
d. updating/registering their e-mail address for correspondence; and
e. any other queries with respect to shares held by them.
23. Members holding shares in electronic form are hereby informed that the Company or its Registrar cannot act on any request received directly from them for any change of address and/or bank mandate or change in e-mail address. Such changes are to be intimated only to the Depository Participants of the Members.
24. Members are requested to quote their Client ID and DP ID in respect of shares held in electronic form and ledger folio number in respect of shares held in physical form in all their correspondence.
25.To support the 'Green Initiative', Members who have not registered their e-mail address for receiving all communications including Annual Report, Notices and Circulars, etc. from the Company electronically, are requested to register the same with their Depository Participants (for shares held in electronic form) and with Bigshare Services Pvt. Ltd., the Registrar and Share Transfer Agents of the Company (for shares held in physical form).

1. This Notice is being sent, by e-mail, only to those eligible Members who have registered their e-mail address with the Depositories/the depository participant/the Company's Register and Share Transfer Agent/the Company as on Friday, July 17, 2026.

Process for those Members whose email address/mobile number are not registered with the Company/Depositories, for procuring user id and password and registration of e-mail address/ mobile number for e-voting for the resolutions set out in this Notice:

27. Information and other instructions relating to e-voting are as under:

The voting period begins on Saturday, July 25, 2026 at 9:00 a.m. (IST) and shall end on Sunday, August 23, 2026 at 5:00 p.m. (IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, July 17, 2026 may cast their vote electronically. The remote evoting module shall be disabled by CDSL for voting thereafter.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020, under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e-Voting facility to its Members, in respect of all Members' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access eVoting facility.

Pursuant to the above SEBI circular, Login method for e-voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

re-directed to e-voting service provider website for casting your vote during the remote e-voting period.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select Register Online for IDeAS Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp
3) Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of evoting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or evoting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.
4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evot inglogin.jsp. You will have to enter your 8-digit DP ID,8digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting \& voting during the meeting.
Individual
Shareholders
(holding
securities in
demat mode)
login through
their Depository
Participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. After Successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or evoting service provider name and you will be redirected to evoting service provider website for casting your vote during the remote e-voting period.

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL:

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode

Login method for e-voting for Members other than Individual Members holding securities in demat mode and Members holding securities in physical mode.
(i) The Members should log on to the e-voting website www.evotingindia.com.
(ii) Click on Shareholders Module.
(iii) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(iv) Next enter the Image Verification as displayed and Click on Login.
(v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(vi) If you are a first time user follow the steps given below:

(vii) After entering these details appropriately, click on "SUBMIT" tab.
(viii) Members holding shares in physical form will then reach directly the Company selection screen. However, Members holding shares in demat form will now reach "Password Creation" menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for evoting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(ix) For Members holding shares in physical form, the details can be used only for evoting on the resolutions contained in this Notice.
(x) Click on the EVSN for "Tilaknagar Industries Ltd." on which you choose to vote.
(xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xiii) After selecting the Resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

(xvi) If Demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password \& enter the details as prompted by the system.
(xvii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xviii) Additional Facility for Non-Individual Shareholders and Custodians for Remote Voting only

• Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves in the Corporates' Modules.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be e-mailed to [email protected].
• After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutiniser to verify the same.
• Alternatively Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc., together with attested specimen signature of the duly authorised signatory who are authorised to vote, to the scrutiniser and to the Company at the e-mail address viz [email protected] if they have voted from individual tab \& not uploaded same in the CDSL e-voting system for the scrutiniser to verify the same.

(xix) Process for those shareholders whose email/mobile no. Are not registered with the company/depositories.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
2. For Demat shareholders -, Please update your email id \& mobile no. with your respective Depository Participant (DP)
3. For Individual Demat shareholders - Please update your email id \& mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting \& joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 18002109911 .

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited (CDSL), A Wing, $25^{\text {th }}$ Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel(East), Mumbai - 400013 or send an email to [email protected] or call on 18002109911.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

The Members of the Company at the 89th Annual General Meeting held on September 27, 2024, approved the fixation of tenure of Ms. Swapna Shah (DIN: 08807901) as NonExecutive Non-Independent Director of the Company, liable to retire by rotation, for a period of two years commencing from June 01, 2024, together with payment of advisory fees not exceeding Rs. 2,50,000/- (Rupees Two Lacs Fifty Thousand Only) per month, excluding applicable taxes.

Ms. Swapna Shah holds Masters in Business Administration from University of Missouri and has also studied International Business Management from Kellogg School of Management - Evanston, IL. She has been associated with the Company since July 2020 and has made significant contributions towards the Company's growth through her guidance in the areas of business development, strategy, marketing, supply chain and business operations. She brings with her rich leadership and management experience gained through her association with reputed multinational organisations including Lucent Technologies (USA), Alcatel-Lucent (USA), Alcatel-Lucent India Limited and Nokia. She has also worked as a Business Partner with U.S. Telecom (USA) and Internat Chemicals \& Allied Products, Inc. (USA).

Considering her continued valuable contribution to the growth of the Company and the benefit of her expertise, the Nomination and Remuneration Committee recommended and the Board of Directors approved, at their respective meetings held on May 29, 2026, the reappointment of Ms. Swapna Shah as a Non-Executive Non-Independent Director of the Company, for a period of one year commencing from June 01, 2026 to May 31, 2027 (both days inclusive), on the same advisory fee structure as approved by the Members earlier, subject to approval of the Members.

As per provisions of Regulation 17(1C) of SEBI (Listing Obligations \& Disclosure Requirements) Regulations, 2015, approval of the shareholders has to be obtained at the next general meeting or within a time period of three months from the date of appointment/re-appointment, whichever is earlier. Further, in terms of Regulation 17(6) of the SEBI Listing Regulations, payment of remuneration/advisory fees to a Non-Executive Director requires approval of the Members. Accordingly, approval of the Members is sought for the re-appointment of Ms. Swapna Shah and continuation of the advisory fees payable to her during the proposed tenure.

The Nomination and Remuneration Committee while recommending her re-appointment, has considered amongst others, leadership capabilities, expertise in governance, legal compliance, administrative knowledge and experience as the skills required for this role. The Board is also of the opinion that Ms. Swapna Shah possesses the requisite skills, expertise, experience and knowledge and that her continued association would be beneficial to the Company.

The Company has received from Ms. Swapna Shah her consent to act as Director and the requisite declarations and confirmations as required under the Companies Act, 2013 and the SEBI Listing Regulations. Further she is not debarred from holding the office of director by virtue of any order from SEBI or any other authority. She is also not disqualified from holding the office of director in terms of Section 164 of the Companies Act, 2013.

Copy of the draft letter of re-appointment of Ms. Swapna Shah setting out the terms and conditions of re-appointment is available for inspection by the Members of the Company, without any fees, at the Registered Office and Corporate Office of the Company between

11.00 a.m. and 01.00 p.m. on all working days up to the date of the Meeting and has also been uploaded on the Company's website i.e. www.tilind.com.

Details of Ms. Swapna Shah as per the requirement of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meeting (SS-2) is provided in Annexure.

Keeping in view the above, consent of the Members for re-appointment and payment of remuneration of Ms. Swapna Shah as a Non-Executive Non-Independent Director, is sought by way of ordinary resolution, as set out in the aforementioned resolution of the accompanying Notice.

Save and except the above, none of the other Directors, Key Managerial Personnel and their relatives are concerned or interested, financially or otherwise, in this resolution. The Board accordingly recommends the Ordinary Resolution set out in the accompanying Notice for the approval of the members.

For Tilaknagar Industries Limited
Sd/-
Minuzeer Bamboat
Company Secretary, Compliance Officer \& Head - Legal
(ACS-73014)
Place : Mumbai
Date: May 29, 2026

Registered Office

P.O. Tilaknagar, Tal. Shrirampur

Dist. Ahilyanagar, Maharashtra-413 720

Details of Director seeking appointment/re-appointment through postal ballot pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India

For Tilaknagar Industries Limited

Sd/Minuzeer Bamboat Company Secretary, Compliance Officer \& Head - Legal (ACS-73014)

Place : Mumbai
Date: May 29, 2026

Registered Office

P.O. Tilaknagar, Tal. Shrirampur

Dist. Ahilyanagar, Maharashtra-413 720