Outcome of Board Meeting

• Security Code: 505196
• Company: TIL

TIL Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 21, 2016 has resolved, subject to the necessary approval of the Shareholders of the Company by way of Special Resolution to he obtained through Postal Ballot, to transfer the Caterpillar dealership Business of the Company ("Caterpillar Business'') as a going concern comprised in the wholly owned subsidiary companies by the following process:

a. By sale of shares of Tractors India Private Limited in India,-

b. By sate of shares of Tractors Nepal Private Limited in Nepal;

c. By sale of the specified assets & liabilities pertaining to Caterpillar Business and standing in the books of TIL Overseas Pte. Ltd. at its net book value in Singapore;

for a net consideration of not less than Rs. 350,00,00,000/- (Rupees Three Hundred Fifty Crore only) over and above the net book value of the specified assets and liabilities pertaining to Caterpillar Business in Singapore and the value of investments in Nepal respectively TIL Overseas Pte. Ltd. shall continue to be a subsidiary of the Company, Goodearth Minetech Private Limited (GPML), New Delhi also having confirmation of support from Caterpillar) has evinced interest to acquire the Caterpillar Business as a going concern on the consideration as mentioned above. Mr. Sunil Chaturvedi is the Managing Director and CEO of Tractors India Private Limited, India is also a Director of GMPL and accordingly interested in the Proposed Transaction Mr. Sunil Chaturvedi, however, is not in any manner interested in the Company.

The Audit Committee vide its meeting held on April 21, 2016 has approved the Proposed Transaction with its recommendations The Board has also considered valuation reports issued by Messrs. KPMG and Messrs. Grant Thornton determining the fair value of the Caterpillar Business in India and based On the average valuation of the said two reports, the proposed sale value has been fixed at Rs. 350 Crore over and above the net book value of the specified assets and liabilities in relation to the Caterpillar Business in Singapore in the books of TIL Overseas Pte. Ltd and the value of Investments in Tractors Nepal Private Ltd.