TCPL Packaging Ltd

To,

The Members,

Your directors have pleasure in submitting the Thirty Sixth Annual Report along with Audited Financial Statement for the Financial Year ended on 31^st March 2024.

Your Company's performance during the Financial Year 2023-24 is summarized below:

(Rs. in Lakhs)

As per the Dividend Policy of your Company, your directors recommend a dividend of Rs. 22 per equity share as against a dividend of

Rs. 20 per equity share for the previous year. Your directors are pleased to inform that the proposed dividend is once again the highest dividend the Company has paid in its history. This year marks the twenty fourth year of continuous dividend payout for the Company. The pay-out on account of dividend amounts to Rs. 2,002 lakhs, and this corresponds to 19.75% of the consolidated profit. Dividend, if approved by the Members in the ensuing Annual General Meeting, would be subject to deduction of tax at source as per provisions of Income Tax Act, 1961, as applicable.

The Board of Directors of your Company has approved and adopted the dividend distribution policy of the Company and dividend declared/recommended are in accordance with the said Policy. In terms of the policy, equity shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend. The policy also enumerates that the Company would endeavour to maintain a total dividend pay-out ratio around 20% of the consolidated Profits after Tax (PAT) of the Company in any Financial Year. The dividend distribution policy is available on the weblink https://www.tcpl.in/wp-content/uploads/2021/05/Dividend-Distribution-Policy.pdf

The Company has achieved a revenue growth of 4.89 % on consolidated basis, compared to the previous year, achieving turnover of Rs. 1,512.78 Crores. The standalone revenues increased by 4.16 % compared to the previous year, achieving turnover of Rs. 1,458.21 Crores. The growth in revenue of the Company during the year under review has been impacted by slowdown in the growth of consumer products and reduction of prices on account of lower feedstock rates. Furthermore, we are pleased to highlight the remarkable growth in our exports, which rose by 25.51% to reach Rs. 460.22 crores for the year ended 31^st March 2024, as against Rs. 366.69 crores in the previous year ended 31^st March 2023. We are also pleased to report that our EBITDA margin as a percentage of sales has improved significantly. On a consolidated basis, the margin increased and stood at 17.32%, while on a standalone basis, it is 17.89% during the year, as compared to 17.03% and 17.55 % respectively in the previous year.

The Company also have continuously been adding new customers and strengthening the market share, resulting in the sales growth mentioned earlier. Furthermore, our efforts on stringent cost control measures, enhanced product mix and focus on reducing process wastage have contributed to the achievement of healthy margins.

The packaging industry continues to witness growth, driven by factors such as growing population and GDP, resulting in higher consumption besides growth in the e-commerce segments, and exports. Your Company is well-positioned to capitalize on these opportunities with its focus on sustainable packaging solutions and diversified product portfolio. The Company's technological advancements, geographical reach, and strong governance practices provide a solid foundation for future growth.

We are pleased to inform that operations of Creative Offset Printers Private Limited ("COPPL") have witnessed a considerable improvement since the takeover, though it is still struggling and not up to expectations, particularly from profitability point of view. With the increasing demand for premium rigid box packaging for electronics and mobile phones as well as decorative and premium gift packaging for the consumer industry, this unit has very good prospects and your management is confident to achieve its targets soon.

It is noteworthy that there has been a noticeable shift in the sentiment of the western world, favoring a move away from authoritarian nations such as Russia and China. This shift in sentiment presents a compelling opportunity for Indian exports. The "China+1" strategy, which involves diversifying supply chains away from sole dependence on China, is gaining traction. Companies and countries are actively exploring alternatives and seeking new trade partnerships.

Overall, the Company's proactive approach in exploring and leveraging opportunities arising from the shift in sentiment and the "China+1" policy will position the Company well for sustained growth and success in the future.

Considering the positive outlook of the packaging industry and the strategic moves made by the Company, the directors' confidence in the Company's performance in the coming years is well-founded. However, it's important to note that market conditions can be subject to changes, and the Company will need to continuously adapt and innovate to maintain its competitive edge.

Overall, with its strong market position, focus on sustainability, expanded production capacity, strategic acquisitions, technological advancements, and efficient cost management, the Company is well-equipped to thrive and achieve sustained growth in the future.

During the year Mr. Atul Sud, Mr. Sudhir Merchant, and Mr. Rabindra Jhunjhunwala ceased to be Directors, upon completion of the second term of their appointment as Independent Directors of the Company, on 31^st March 2024. The Board places on record its sincere appreciation for the remarkable support and guidance provided by them during their tenure on the Board of the Company. The Board, based on the recommendations of the Nomination and Remuneration Committee, appointed Mr. Sanjiv Anand, and Mr. Tarang Jain, as an Additional Directors to hold Office of Independent Director for a period of 5 years effective from 23^rd November 2023. The consent of members of the Company was duly obtained through notice of postal ballot dated 23^rd November 2023. The Board, based on the recommendation of Nomination and Remuneration Committee re-appointed Mrs. Deepa Harris, as Independent Director for second term of five years commencing from 1^st April 2024 and appointed Mr. Ashish Razdan, as an Additional Director to hold the Office of Independent Director for a term of five years commencing from 21^st March 2024. The consent of members of the Company was duly obtained through notice of postal ballot dated 21^st March 2024. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. S G Nanavati, and Mr. Vidur Kanoria, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Board, based on the recommendation of the Nomination and Remuneration Committee recommends their re-appointment for the consideration of the Members of the Company at this Annual General Meeting.

The Board, re-appointed Mr. K K Kanoria, as Executive Chairman, Mr. Saket Kanoria, as Managing Director, and Mr. Akshay Kanoria as Executive Director for term of three years commencing from 1^st October 2024.

The above re-appointments and their terms are as recommended by the Nomination and Remuneration Committee, subject to approval of members of the Company at the ensuing Annual General Meeting of the Company. The information of Mr. K K Kanoria, Mr. Saket Kanoria, Mr. Akshay Kanoria, Mr. S G Nanavati and Mr. Vidur Kanoria as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (herein after referred to as Listing Regulations) are provided in annexure to the Notice. All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed: -(a) In the preparation of the annual financial statement for the year ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that year.

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) The directors have prepared the annual accounts on a going concern basis.

(e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and (f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The following persons are the Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013:

During the year under review 5 (five) meetings of the Board of Directors of the Company were held on 26^th May 2023, 4^th August 2023, 8^th November 2023, 5^th February 2024 and 21^st March 2024. The details of the number of meetings of the Board held during the Financial Year 2023-24 and the attendance therein form part of the Report on Corporate Governance. In view of directive issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, measures were taken to ensure security of information and confidentiality of process, and at the same time, ensuring convenience of the Board members, in respect of virtually convened Meetings. The Company Secretary and the Chairman of the meeting(s) ensured that all the applicable provisions related to the holding of meetings through video conferencing were complied with for such virtual meetings. During the year under review, the Board accepted all recommendations made to it by its various Committees.

During the year under review the Company subscribed for 1,54,508 equity shares of Creative Offset Printers Private Limited (COPPL) offered by it on a rights basis and also acquired balance 82,400 shares from the former promoters of COPPL. As a result of the acquisition of all the shares from the former promoters, COPPL has become a wholly owned subsidiary Company. The separate audited financial statements in respect of each of the subsidiaries are also available on the website of the Company at www.tcpl.in TCPL Innofilms Private Limited and TCPL Middle East FZE continue to be wholly owned subsidiary of your Company. The Board has reviewed the affairs of its Subsidiaries. The Company does not have any associates or joint venture Companies.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

It has always been the Company's endeavor to operate in a fair and transparent manner with the highest standards of Corporate Governance. The Company complies with the requirements of Listing Regulations. A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Statutory Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Listing Regulations is given as annexure to this effect.

Pursuant to the provisions of Section 177 (8) of the Companies Act, 2013, the composition of the Audit Committee during the year under review was as under:

During the year 4 (four) Audit Committee Meetings were held on 26^th May 2023, 4^th August 2023, 8^th November 2023, and 5^th February 2024. The second consecutive term of re-appointment of Mr. Atul Sud and Mr. Sudhir Merchant as Independent Directors ended on 31^st March 2024. On cessation as Directors, as such, the Audit Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, the composition of the Stakeholders Relationship Committee during the year under review, was as under:

During the year 4 (four) meetings of the Stakeholders Relationship Committee were held on 25^th May 2023, 4^th August 2023, 8^th November 2023 and 5^th February 2024. The second consecutive term of re-appointment of Mr. Atul Sud, Mr. Sudhir Merchant and Mr. Rabindra Jhunjhunwala as Independent Directors ended on 31^st March 2024. On cessation as Directors, as such, the Stakeholders Relationship Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013, the composition of the Nomination and Remuneration Committee during the year under review was as under:

During the financial year the Nomination and Remuneration Committee was held on 25^th May 2023, 8^th November 2023, and 21^st March 2024. The second consecutive term of re-appointment of Mr. Atul Sud, Mr. Sudhir Merchant and Mr. Rabindra Jhunjhunwala as Independent Directors ended on 31^st March 2024. On cessation as Directors, as such, the Nomination and Remuneration Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

A policy on the CSR formulated by the CSR Committee is available at the website of the Company www.tcpl.in. The Company has spent adequately the amount required to be spent on CSR activities during the financial year. The required details of expenditure incurred under CSR Programs in the prescribed format is annexed to the Directors' Report. The meeting of CSR Committee was held on 24^th May 2023.The composition of CSR Committee of the Company, during the year under review was as under:

The second consecutive term of re-appointment of Mr. Sudhir Merchant as Independent Director ended on 31^st March 2024. On cessation as Director, as such, the Corporate Social Responsibility Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

RISK MANAGEMENT COMMITTEE

The composition of the Risk Management Committee is in conformity with the requirements of Listing Regulations. The composition of the Committee during the year under review is as under:

During the financial year under review the Meeting of Risk Management Committee was held on 4^th August 2023 and 3^rd January 2024. The second consecutive term of re-appointment of Mr. Rabindra Jhunjhunwala as an Independent Director ended on 31^st March 2024 and on cessation as Director, as such, the Risk Management Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

During the year under review the Company has not given any loans. However, the Company has given corporate guarantees towards borrowings made by its Wholly Owned Subsidiary Companies Creative Offset Printers Private Limited and TCPL Innofilms Private Limited, to their respective Bankers. During the year under review the Company also acquired 2,36,908 equity shares of Creative Offset Printers Private Limited (COPPL) at a cost of Rs. 12.03 crores. Details of Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which might have potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party's transactions as required under section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable. All related parties' transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered pursuant to omnibus approval are placed before the Audit Committee and the Board, for review on a quarterly basis. None of the Directors has any pecuniary relationship or transactions vis-?-vis the Company except remuneration drawn by self or their relative in the capacity of the Director or otherwise and sitting fees. Details of all related party transactions are mentioned in the notes to financial statements forming part of Annual Report A policy on dealing with related party transactions is available on the website of the Company www.tcpl.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance. The performance evaluation of the Independent Directors was carried out during the year under review. The performance evaluation of the Chairman and the Non- Independent Directors were carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process. A separate meeting of Independent Directors was held on 26^th May 2023. The determined criteria for performance evaluation were as follows: i. Attendance. ii. Willingness to spend time and effort to know more about the Company and its business. iii. Contribution towards business development, management of affairs of Company, corporate governance. iv. Contribution to developments of various Policies such as Remuneration Policy, Board's Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy v. Sharing knowledge and experience for the benefit of the Company. vi. Following up matters whenever they have expressed their opinion. vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the industry and market conditions. viii. Achievement of business plans, labour relations, litigation, attrition level of employees, compensation policy, vigil mechanism, establishment and implementation of internal control system etc.

The familiarizing programmes for the Independent directors of the Company, regarding their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. were duly conducted. The details of familiarization programme are disclosed on the website of the Company www.tcpl.in.

The Members of the Company had passed resolutions at the 34^th Annual General Meeting held on 10^th August 2022 and approved the TCPL Packaging Employee Stock Option Plan 2022 ("TCPL-ESOP 2022"/ "Plan") and also approved the resolution to acquire equity shares by way of secondary acquisition through Trust, to or for the benefit of Eligible Employees under TCPL-ESOP 2022, not exceeding, at any time, 3% of the paid-up equity share capital of the Company, in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the Committee.

Pursuant to the applicable provisions of the Act and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with erstwhile Regulation, the Company has set up a ‘TCPL ESOP Trust ("Trust") for implementation of the said Scheme. The Trust acquires shares and holds them for the benefit of the employees and issues them to eligible employees as per the recommendations of the Nomination and Remuneration Committee.

During the financial year 2022-23, the Nomination and Remuneration Committee granted 13,306 Stock Options to eligible employees. The Options granted under TCPL ESOP 2022 vests in 4 installments on the expiry of 12 months, 24 months, 36 months and 48 months from the date of grant. The options may be exercised on any day over a period of four years from the date of vesting.

Please refer note no. 48 of Notes forming part of Standalone Financial Statements for further disclosures on ESOPs. Your Company has received the certificate from the Secretarial Auditor of the Company certifying that the ESOP scheme is implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and is in accordance with the resolution passed by the members of the Company. The certificate would be placed at the Annual General Meeting for inspection by members.

The applicable disclosures as stipulated under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on 31^st March 2024 with regard to the TCPL-ESOP 2022 are provided as Annexure to this Report and is also available on the Company's website viz.,: www.tcpl.in.

A) Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the ‘Guidance note on accounting for employee share-based payments' issued by ICAI or any other relevant accounting standards in that regard from time to time are disclosed in Note no. 48 of Notes forming part of the Standalone Financial Statements.

B) Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ‘Accounting Standard 20 - Earnings Per Share' issued by Central Government or any other relevant accounting standards as issued from time to time. This has been disclosed in Note no. 48 forming part of the Standalone Financial Statements. C) Description of TCPL ESOP 2022

The impact of the fair value method on the net profit and on basic and diluted EPS is tabulated below:

The details inter-alia, in connection with transactions made by the Trust meant for the purpose of administering the TCPL ESOP 2022 are as under: i. General Information of the Trust

The Board at its Meeting held on 26^th May 2023 approved the Scheme of Amalgamation under section 230 to 232 of the Companies Act, 2013 for amalgamation of M/s. TCPL Innofilms Private Limited, Wholly Owned Subsidiary of the Company with the Company with effect from 1^st April 2023, the appointed date. The Scheme inter-alia provides for amalgamation of TCPL Innofilms Private Limited (Transferor Company) with TCPL Packaging Limited (Transferee Company) and will result in achieving greater integration and greater financial strength and flexibility and to maximize overall shareholders' value and simplification of group structure. The said scheme of amalgamation presented to Hon. National Company Law Tribunal ("NCLT") does not in any way violate, override or limit the provisions of securities laws or requirements of the stock exchange(s).

The NCLT vide its order dated 15^th January 2024, directed to hold meeting of secured creditors and unsecured creditors of the Company. Accordingly, Meeting of both secured creditors and unsecured creditors was held on 7^th March 2024 at the registered office of the Company situated at Empire Mills, Complex 414 Senapati Bapat Marg, Lower Parel, Mumbai 400013. At the said Meetings, both the secured creditors and unsecured creditors, present at the respective Meetings, unanimously approved the resolution pertaining to amalgamation of TCPL Innofilms Private Limited with TCPL Packaging Limited. The petition has been admitted by the NCLT and the final hearing will be heard soon.

The Company has adopted a "Nomination & Remuneration Policy" which inter-alia includes Company's policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of directors and criteria for performance evaluation of the Directors. The Policy broadly lays down the guiding principles, philosophy, and basis for payment of remuneration to Executive and Non-executive Directors, key managerial personnel, senior management and other employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company www.tcpl.in.

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any. The Vigil Mechanism Policy inter alia provides a direct access to the Complainant to the Chairman of the Audit Committee of the Company. The Vigil Mechanism Policy of the Company is also posted on the Company's website www.tcpl.in.

The Company, being a manufacturer of packaging material, is always exposed to the general risks such as government regulations and policies, statutory compliances and economy related risks as well as market related risks. The Company from time to time identifies such risks and has put in its place appropriate measures for mitigating such risks. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Risk Management Committee reviews the significant risks and decisions that could have a material impact on the Company. These reviews consider the level of risk that the Company is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to mitigate the risk exposure.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Audit observations and follow-up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal controls environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the shares and prohibits the purchase or sale of shares of the Company, by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have confirmed compliance with the Code.

The business responsibility report describing the initiatives taken by the Company from an environmental, social and governance perspective is annexed which forms an integral part of this Report.

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24: a) No of complaints received: Nil b) No of complaints disposed of: N.A.

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Company's website www.tcpl.in.

A detailed disclosure with regard to the IEPF during the year under review forms part of the Report on Corporate Governance.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates on the date of this Annual Report. During the financial year, there was no amount proposed to be transferred to Reserves. There are no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future during the financial year.

There are no qualifications, reservations, adverse remarks, and disclaimers of the Secretarial Auditor on compliances or of the Statutory Auditors in their report on Financial Statements for the Financial Year 2023-24. The Secretarial Audit Report for Financial year 2023-24 forms part of Annual Report as Annexure to the Board's Report.

The Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder.

As on 31^st March 2024, the authorised share capital of the Company is Rs.10.00 crores divided into 10000000 equity shares of Rs. 10/- each and the paid-up equity share capital is Rs.9.10 crores comprising of 9100000 equity shares of Rs. 10/- each fully paid up. There was no change in the paid-up share capital during the year under review. The Company does not have any outstanding paid-up preference share capital as on the date of this Report. During the year under review, the Company has not issued any shares with differential voting rights or sweat equity or warrants.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review.

The estimates and judgements relating to the financial statements are made on a prudent basis, to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended 31^st March 2024. The Notes to the Financial Statements form an integral part of this Report. Disclosures of transactions of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company, in the format prescribed in the relevant accounting standards for annual results is detailed in the notes to accounts and not repeated here.

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

There are 2228 employees on the Company's payroll as of 31^st March 2024. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and employees drawing remuneration in excess of the limits set out in the said rule's forms part of this Report. None of the wholetime / executive directors and the managing director, draw any commission or remuneration from subsidiary company. Thereby, no disclosure is required under Section 197(14) of the Act. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

The Company takes pride in the commitment, competence, and dedication of its employees in all areas of the business. The Company has a structured induction process at all the units and management development programs to upgrade the skills of the manager. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

Steps taken or impact on conservation of energy:

The Company is making continuous efforts on an ongoing basis for energy conservation by adopting innovative measures to reduce wastage and optimize consumption. Some of the specific measures undertaken by the Company in this direction at its units located at Silvassa, Haridwar, Goa and Guwahati are as under:

1. Installation of Energy efficient compressor with heat recovery having lower specific energy consumption for generation of compressed air.

2. Installation of Energy efficient fans in humidification plants.

3. Installation of LED Lights and conversion of conventional choke enabled lights to power saving LED lights.

4. Addition of Variable Frequency Drive for humidifier blower motor, cooling tower fan motor, cooling tower water pump, Reverse Osmosis plant pump and reducing the speed without affecting the performance resulting into power saving.

5. Replacement of V belts by composite V belts, thereby reducing the transmission losses and increasing the efficiency of the Equipment's.

6. Electronics based power factor controllers are placed to save energy.

These measures have led to power saving, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity. Your directors are considering investing in creating more such capacities in the current year.

As explained in the Management Discussion analysis the Company has installed solar panels on the rooftop which has been very successfully commissioned. Further there is continuous effort to replace older technology with newer ones, saving energy and enhancing efficiency.

Foreign Exchange Earned Rs. 460.22 crores Foreign Exchange Outgo Rs. 169.48 crores

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial Statements are adequate in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded, and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable. The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

M/s. Singhi & Co., Chartered Accountants, Firm Registration No. 302049E were re-appointed as Statutory Auditors of the Company for second term of five consecutive years at the 34^th Annual General Meeting (AGM) of the Members held on 10^th August 2022, until the conclusion of the 39^th AGM of the Company.

There is no audit qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

M/s VKM & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for Financial year 2023-24 forms part of Annual Report as Annexure to the Board's Report. Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company at www.tcpl.in. The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2023-24, do not contain any qualification, reservation, or adverse remark. During the year under review, the Company has also complied with the Secretarial Standards as amended and applicable to the Company.

Pursuant to provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, your Company is required to maintain cost records. Accordingly, the Company has prepared and maintained cost accounts and records for the Financial Year 2023-24, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. The Shareholders of the Company at the 35^th Annual General Meeting ("AGM") held on 4^th August 2023, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s Kewlani & Associates, Cost and Management Accountants as the Cost Auditors of the Company for the Financial Year 2024-25, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.The members are requested to ratify the remuneration payable to the Cost Auditors at the ensuing 36^th Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

Your directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your directors wish to record their appreciation to all the lenders namely Bank of Baroda, Axis Bank Limited, ICICI Bank Limited, Citi Bank, RBL Bank Limited, DBS Bank India Limited, Yes Bank Limited, HDFC Bank Limited and Bajaj Finance Limited for their continued support and timely assistance in providing working capital and long-term fund requirements.