TCI Industries Ltd

Dear Members,

The Board of Directors are pleased to present theCompany's Fifty Ninth Annual Report and the Company'sAudited Financial Statements for the financial year endedMarch 31,2024.

FINANCIAL RESULTS

The summarized standalone results of your Company aregiven in the table below.

*previous year's figures have been regrouped/rearranged wherever necessary.

MANAGEMENT DISCUSSION AND ANALYSIS

Forward looking statements

Statements in this Management Discussion and Analysis of Financial Condition and Results of Operations ofthe Company describing the Company's objectives,expectations or predictions may be forward looking withinthe meaning of applicable securities laws and regulations.Forward looking statements are based on certainassumptions and expectations of future events.

The Company cannot guarantee that these assumptionsand expectations are accurate or will be realised. TheCompany assumes no responsibility to publicly amend,modify or revise forward-looking statements, on the basisof any subsequent developments, information or events.

Performance Review

During the financial year under review, your Company hasreceived less numbers of bookings for shoots/events etc.due to availability of more locations/studios in differentparts of the City, as compared to previous year and fewbookings involving large revenue were cancelled by thecustomers due to unforeseen circumstances resultingin Company's revenue from operations decreasing by27.54% to Rs. 139.18 lakhs as compared to revenuefrom operations of Rs. 192.09 lakhs in the previousfinancial year. As a result of decreased revenue, the netloss increased to Rs. 103.87 lakhs against a net loss ofRs. 66.33 lakhs during the previous financial year afteradjusting for decreased expenses of Rs. 21.87 lakhs andadjusting for increased Other Income of Rs. 6.85 lakhs.

Company's Property at Colaba - Mumbai

The SLP filed by the Company in the Hon'ble SupremeCourt of India, challenging the order of the HonorableBombay High Court in the matter of refusal by MunicipalCorporation of Greater Mumbai to the plans submittedby the company on the main ground of objection raisedby Indian Navy, was listed on various dates during theyear under review for final hearing before the HonorableSupreme Court. However, the matter did not reach forfinal hearing. It is expected that the Company's SLP mayget listed for final hearing in near future post the summervacation of the Honorable Supreme Court.

As apprised in the last year's Directors' Report, in May2021 due to cyclone Taukte part of the sea-retainingwall on south-east side of the Company property wasseverally damaged, which resulted in part of platformbehind the sea retaining wall getting washed away andsome structures also getting damaged. During the earlieryear under review, the Company received in full & finalsettlement, claim amount of Rs. 18.05 lakhs from theInsurer The New India Assurance Company Ltd., againstthe said damage. The said cyclone also washed awaypart of the sea retaining wall & platform on outside ofwest side of Company property, belonging to the MumbaiPort Trust (MbPT). This resulted in part of Company landgetting eroded with ingress of sea water. The Company& MbPT have been exchanging letters for repairs of theirsea-retaining wall & platform which was damaged duringearlier monsoons. However, as stated in last report, MbPTdid not carry out required repairs and it had taken a standthat it will not carry out repairs/reconstruction of their sea-retaining wall/platform and that it has no objection to ourCompany carrying out the same at our cost.

As stated in the last report, the Hon'ble Supreme Court videits order dated July 11, 2022 permitted the Company tocarry out repairs/reconstruction of damaged sea retainingwall/compound wall/platform at the Company's cost.

Thereafter, the Company applied to the MunicipalCorporation of Greater Mumbai (MCGM) for saidreconstruction/restoration works and same was approvedby MCGM, after the Company obtained the necessaryapprovals from Maharashtra Coastal Zone ManagementAuthority (MCZMA) and State Environment ImpactAssessment Authority (SEIAA).

The Company has issued a work order and started therepairs/ reconstruction of sea-retaining wall/platform on thesouth-east side, which is expected to be completed beforethe onset of monsoon.

Outlook

The management has made in last few years every possibleeffort to increase the revenue from services by upgradingthe infrastructure at substantial investment and by reachingout to new segments & at the same time with a focus onthe existing customer segments. The Company is planningto incur further expenditure for improving the infrastructureand carrying out the necessary repairs/renovations tosome structures to make the location attractive for differentsegments, in order to enhance the customer base andrevenue. The Major repairs/renovation of structure andreconstruction of seawall/platform will make available morespace for shooting & events, which is expected to generateadditional revenue.

In view of the same, the Company looks forward positivelyto do better in the current year and near future.

Internal Financial Controls

The Company has in place adequate financial controlsfor ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies, thesafeguarding of its assets, the prevention and detectionof frauds and errors, the adequacy and completeness ofaccounting records and the timely preparation of reliablefinancial information, as required under the CompaniesAct, 2013.

The Internal Financial Controls commensurate with thesize and nature of business of the Company. During theyear, such controls were tested and no reportable materialweaknesses in the design or operation were observed.

The Company has appointed M/s. Gokhale & Sathe,Chartered Accountants, Mumbai, as Internal Auditors tocarry the internal audit. The Internal Auditors' Reports areregularly reviewed by the Senior Management and theAudit Committee of the Board for its implementation andeffectiveness.

Risk Management

The Company has developed and implemented theRisk Management system whereby a Risk ManagementCommittee has been constituted to manage, monitor andreport on the principal risks and uncertainties that can impactthe ability to achieve the Company's strategic objectives.

The Committee periodically briefs the Board on variousissues along with its suggestions/ recommendations,based on which the Board takes decisions.

Human Resources

The Company strongly believes its employees are themost valuable asset. Our endeavor is to provide a workenvironment where continuous learning and developmenttakes place to meet the changing demands and prioritiesof the business. The Company have 5 (five) permanentemployees on roll.

Key Financial Ratios

Details of significant movement in key financial ratios

• The debtors turnover ratio declined to 134.77 in FY2023-24 as against 186.95 in the previous year due todecrease in revenue.

• The interest coverage ratio declined to (10.40) in FY2023-24 as against (5.37) in the previous year due toreduction in EBIT.

• The current ratio declined to 0.64 in FY 2023-24 asagainst 1.13 in the previous year due to receipt ofloans advanced to parties.

• The operating profit margin declined to (0.43) inFY 2023-24 as against (0.18) in the previous yearprimarily due to decrease in revenue for the year.

• The net profit margin declined to (0.59) in FY 2023-24as against (0.30) in the previous year due to decreasein revenue during the year.

• The return on net worth declined to (0.10) in FY2023-24 as against (0.07) in the previous year due toincrease in losses.

TRANSFER TO RESERVE

It is not proposed to transfer any amount to reserve during

the financial year ended March 31,2024.

DIVIDEND

In view of losses suffered by the Company, your Directorsdo not recommend any dividend for the year under review.DETAILS OF SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant and material order passed bythe regulators or courts or tribunals which may impact thegoing concern status and Company's operations in future.

DEPOSITS

During the year under review, your Company has notaccepted any deposits within the meaning of Section 73of the Companies Act, 2013 read with the Companies(Acceptance of Deposits) Rules, 2014 and as such, noamount of principal or interest was outstanding on thedate of the Balance Sheet.

DIRECTORS AND KEY MANAGERIAL PERSONNELDirectors Retiring by Rotation

In accordance with the applicable provisions of theCompanies Act, 2013 and the Articles of Association ofthe Company, Shri Mahendra Agarwal, Dr. Ashok KumarAgarwal and Shri Siddhartha Agarwal, Directors of theCompany, retire by rotation at the ensuing Annual GeneralMeeting and being eligible, have offered themselvesfor re-appointment. The Board recommends their re-appointment.

Brief Resume of Directors seeking Re-appointment

Brief Resume of the Directors, nature of expertise inspecific functional areas, names of other listed companiesin which the Directorship is held and the membership ofthe Committees of the Board and their shareholdings inthe Company are given in Notice for the ensuing AnnualGeneral Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3)of Section 134 of the Companies Act, 2013, your Directorsconfirm that:

(a) in the preparation of the annual accounts for the yearended March 31, 2024, the applicable accountingstandards read with requirements set out underSchedule III to the Act, have been followed and thereare no material departures from the same;

(b) the Directors have selected such accounting policiesand applied them consistently and made judgements

and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of theCompany as at March 31,2024 and of the loss of theCompany for the year ended on that date;

(c) the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;

(d) the Directors have prepared the annual accounts ona going concern basis;

(e) the Directors have laid down internal financialcontrols to be followed by the Company and thatsuch internal financial controls are adequate and areoperating effectively; and

(f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such systems are adequate and operatingeffectively.

AUDITORS AND AUDITORS' REPORTSStatutory Auditors and Auditors' Report

Pursuant to the provisions of Section 139 of the CompaniesAct, 2013 and the rules made thereunder, M/s. V Singhi& Associates, Chartered Accountants, registered with theInstitute of Chartered Accountants of India under Firmregistration no. 311017E, were appointed as the StatutoryAuditors of the Company, for a second term of 5 (five)consecutive years starting from the conclusion of 57^thAnnual General Meeting held on August 10, 2022 till theconclusion of 62^nd Annual General Meeting to be held inthe year 2027. The Company has received a confirmationfrom the said Auditors that they are not disqualified fromcontinuing as Auditors of the Company.

The Report given by M/s. V Singhi & Associates, CharteredAccountants, on the financial statements of the Companyis a part of the Annual Report. The notes on the financialstatements referred to in the Auditors Report are self-explanatory and do not call for any further comments.There has been no qualification, reservation or adverseremark or disclaimer in their Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of theCompanies Act, 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014, the Board has appointed M/s. Chandanbala Jain &Associates, Practicing Company Secretaries, to undertakethe Secretarial Audit of the Company for the financial year2023-24.

The Secretarial Audit Report for the financial year endedMarch 31, 2024 is annexed herewith as Annexure 1, tothis report.

The Secretarial Audit Report does not contain anyqualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditorsand Secretarial Auditor have not reported any instancescommitted in the Company by its Officers or Employeesto the Audit Committee under Section 143(12) of theCompanies Act, 2013, details of which needs to bementioned in this Report.

SHARE CAPITAL

A) Bonus Shares

No bonus shares were issued during the financialyear 2023-24.

B) Issue of equity shares with differential rights

There were no shares issued with differential rightsduring the financial year 2023-24.

C) Issue of sweat equity shares

No sweat equity shares were issued during thefinancial year 2023-24.

D) Issue of employee stock options

No employee stock option was given or issuedduring the financial year 2023-24.

E) Issue of preference shares

a. The Members have accorded their approval bypassing a Special Resolution through PostalBallot on March 25, 2023, for issue of upto250000 nos. of Non-Convertible RedeemablePreference Shares (NCRPS) of Face Value ofRs. 100/- each at an issue price of Rs. 400/-each (including premium of Rs. 300/- each)aggregating to Rs. 10,00,00,000/- (Rupees TenCrore only) on a private placement basis tothe Promoter(s) and Promoter Group entities(including Associate Companies) and RelatedParties of the Company from time to time, forcash.

Accordingly, the Share Allotment Committee ofthe Board of Directors, pursuant to the powers

delegated by the Board of the Company, duringthe year under review, has offered and allotted59250 nos. of NCRPS to the Promoter(s) andPromoter Group entities for cash.

The below are the objects of the issue asmentioned in the explanatory statement to thePostal Ballot Notice dated February 11, 2023:

i. To meet working capital requirements ofthe Company;

ii. To carry out major repairs/ reconstructionof structure/wall/platform work at theCompany's property situated at Colaba,Mumbai; and

iii. General corporate purpose includingrepayment of unsecured loans.

The proceeds of the issue have been/will beutilised towards the aforesaid objects of theissue. There is no deviation or variation inthe utilisation of proceeds of the said issuebetween projected utilisation of funds made bythe Company as mentioned aforesaid and theactual utilisation of funds.

The validity of the issue is till the allotment ofNCRPS done by the Company upto the saidlimit approved by the Members.

NCRPS are redeemable at premium ofmaximum 18% [simple] p.a. on the issueprice, i.e. maximum Rs. 400/- per share, as theCompany may deem fit, in accordance withthe relevant provisions of the Companies Act,2013 out of profits available for distribution asdividend and/or by issue of fresh shares, in oneor more tranches at the option of the Companyonly. The said NCRPS are redeemable withinthe maximum permissible time period underthe provisions of Section 55 of the CompaniesAct, 2013, which period is presently 20 yearsfrom the date of issue of NCRPS, or such otherextended period which may be provided by anysubsequent modification or amendment to theCompanies Act, 2013 OR on an earlier date onlyat the discretion of the Company.

Further, as the Company will be allotting Non-Convertible Redeemable Preference Shares,there will be no change in the paid-up equityshare capital of the Company. The said sharesshall not be convertible into equity shares andthe same shall not be listed with any StockExchange.

F) Provision of money by company for purchase ofits own shares by employees or by trustees forthe benefit of employees

There was no provision made of the money bythe Company for purchase of its own shares byemployees or by trustees for the benefit of employees.

During the year under review, as a result of issue of 59,250numbers of 0% Non-Convertible Redeemable PreferenceShares, the issued, subscribed and paid up share capital ofyour Company increased to Rs. 9,17,17,610/-, comprisingof 8,96,791 Equity shares of Rs. 10/- each and 8,27,497Preference Shares of Rs. 100/- each.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31,2024 is available on the Company's website and can beaccessed at the link: https://www.tciil.in/pdf/Annual%20Return%20-%202023-24.pdf

DETAILS OF SUBSIDIARIES, JOINT VENTURES ANDASSOCIATE COMPANIES

As on March 31, 2024, the Company had no subsidiary,joint ventures, and associate companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTSMADE WITH RELATED PARTIES

Particulars of contracts or arrangements made with relatedparties referred to in Section 188(1) of the CompaniesAct, 2013, in the prescribed Form AOC-2, is appended asAnnexure 2 to the Board's Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTSMADE, GUARANTEES GIVEN AND SECURITIESPROVIDED

Particulars of loans, guarantees and investment made bythe Company pursuant to Section 186 of the CompaniesAct, 2013 are given in the Notes to the Financial Statements.

MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each Director

to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

**Independent Directors are paid remuneration onlyby way of sitting fees for attending Board/CommitteeMeetings. Hence ratio is not provided.

Notes:-

i) Median remuneration of employees of theCompany during the financial year 2023-24 wasRs. 9,05,667/-.

ii) Median remuneration of employees of theCompany during the financial year 2022-23 wasRs. 8,80,728/-. In the financial year under review,there was an increase of 2.83% in the medianremuneration of employees as incrementswere granted to few employees based on theperformance of the employees.

iii) There were 5 confirmed employees on the rollsof the Company as on 31^st March 2024.

iv) Average percentile increase already madein the salaries of employees other than themanagerial personnel in the last financialyear and its comparison with the percentileincrease in the managerial remuneration andjustification thereof and point out of there areany exceptional circumstances for increase inthe managerial remuneration:

In the financial year 2023-24 there wasan average increase of 7.56% in the fixedremuneration of the employees (other than themanagerial personnel), however, there was noincrease in the remuneration of the managerialpersonnel.

v) It is hereby affirmed that the remunerationpaid is as per the Remuneration Policy forDirectors, Key Managerial Personnel and otherEmployees.

B) Details of top ten employees in terms of remunerationdrawn and other employees of the Company asrequired pursuant to rule 5(2) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014:

During the year under consideration, none ofthe employees of the Company was in receipt ofremuneration in excess of limits prescribed underrule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014,hence, particulars as required under rule 5(2) ofthe Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 are not given.

DETAILS OF CONSERVATION OF ENERGY;TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

The details of conservation of energy, technologyabsorption, foreign exchange earnings and outgo are asfollows:

A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation ofenergy;

(ii) the steps taken by the company for utilisingalternate sources of energy;

(iii) the capital investment on energy conservationequipments.

B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement,cost reduction, product development or importsubstitution;

(iii) in case of imported technology (importedduring the last three years reckoned from thebeginning of the financial year) -

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fullyabsorbed;

(d) if not fully absorbed, areas whereabsorption has not taken place, and thereasons thereof; and

(iv) the expenditure incurred on Research andDevelopment.

C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earningsand outgo during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the CSR norms are not applicable to the Company,the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules, 2014 are not requiredto be made.

OTHER DISCLOSURESDetails of Board Meetings:

The Board of Directors must meet at least four times ayear, with a maximum time gap of 120 days between twoBoard Meetings. During the financial year 2023-24, the

Board met 4 (four) times i.e. on May 23, 2023, August 14,2023, November 07, 2023 and January 24, 2024.

The below table gives the details of the attendance of theDirectors at the Board meetings held during the year andat the previous Annual General Meeting (AGM) held onJuly 21,2023:

Committees of Board:

The details of composition of the Committees of theBoard of Directors, meetings of the Committees and theattendance of the Committee Members, are as under:

a. Audit Committee

During the financial year 2023-24, the AuditCommittee met 4 (Four) times i.e. on May 23, 2023,August 14, 2023, November 07, 2023, and January24, 2024. The below table gives the composition andattendance record of the Audit Committee:

b. Stakeholders' Relationship Committee

During the financial year 2023-24, the Stakeholders'Relationship Committee met once on May 23,2023. The below table gives the composition andattendance record of the Stakeholders' RelationshipCommittee:

c. Nomination and Remuneration Committee

During the financial year 2023-24, the Nominationand Remuneration Committee met 2 (two) times i.e.on May 23, 2023 and August 14, 2023. The belowtable gives the composition and attendance recordof the Nomination and Remuneration Committee:

d. Risk Management Committee

During the financial year 2023-24, the RiskManagement Committee met once on March14, 2024. The below table gives the compositionand attendance record of the Risk ManagementCommittee:

e. Share Allotment Committee

During the financial year 2023-24, the Committeemet 20 (Twenty) times mainly to issue & allot 0%Non-Convertible Redeemable Preference Shares i.e.on August 14, 2023, August 25, 2023, September04, 2023, September 07, 2023, October 24, 2023,November 02, 2023, November 07, 2023, November13, 2023, December 15, 2023, December 20, 2023,December 26, 2023, December 28, 2023, January 08,2024, January 11,2024, February 02, 2024, February07, 2024, February 20, 2024, February 29, 2024,March 15, 2024 and March 27, 2024. The below tablegives the composition and attendance record of theShare Allotment Committee:

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the CompaniesAct, 2013, the Rules prescribed thereunder and theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is implemented through the Company'sWhistle Blower policy to enable the Directors, employeesand all the stakeholders of the Company to report genuineconcerns, to provide for adequate safeguards againstvictimization of persons who use such mechanism andmake provision for direct access to the Chairman of theAudit Committee.

The Whistle Blower Policy (Vigil Mechanism) of theCompany may be accessed on its website at the link:https://www.tciil.in/pdf/Whistle%20Blower%20Policv.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual HarassmentPolicy in line with the requirements of the SexualHarassment of Women at Workplace (Prevention,Prohibition & Redressal) Act, 2013. The Company hasconstituted the Internal Complaints Committee to considerand resolve all sexual harassment complaints. During theyear under review, no cases of sexual harassment againstwomen employees at any of its work place were filedunder Section 22 of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act,2013.

POLICY ON DIRECTORS' APPOINTMENT ANDREMUNERATION

The policy of the Company on Directors' appointmentand remuneration, including criteria for determiningqualifications, positive attributes and independence of aDirector and other matters provided under sub-section (3)of Section 178 of the Companies Act, 2013 had adopted bythe Board and can be accessed on the Company's websiteat the link: https://www.tciil.in/pdf/NOMINATION%20&%20REMUNERATION%2QPOLICYpdf

We affirm that the remuneration paid to the directors is asper the terms laid out in the Nomination and RemunerationPolicy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS (IDS)

The Company has received declarations from all theIndependent Directors of the Company, confirming that,they meet criteria of independence as prescribed underSection 149(6) of the Companies Act, 2013 and Reg.16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. There has been nochange in the circumstances affecting their status asIndependent Directors of the Company.

Based on the declaration received from all the IndependentDirectors and also in the opinion of the Board, allIndependent Directors possess integrity, expertise,experience & proficiency and are independent of themanagement.

BOARD EVALUATION

The Company has devised a Policy for performanceevaluation of Independent Directors, Board, Committeesand other individual Directors which includes criteria forperformance evaluation of the non-executive directors andexecutive directors.

On the basis of the Policy for performance evaluation ofIndependent Directors, Board, Committees and otherindividual Directors, a process of evaluation was followedby the Board for its own performance and that of itsCommittees and individual Directors.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicableto the Company for the FY 2023-24.

MATERIAL CHANGES

There were no material changes and commitmentsaffecting the financial position of the Company, whichhave occurred between the end of the financial year ofthe Company to which this report relates and the date ofthe report except as otherwise, if any, mentioned in thisDirector's Report.

There had been no changes in the nature of Company'sbusiness. To the best of information and assessmentthere has been no material changes occurred duringthe financial year generally in the classes of business inwhich the Company has an interest except as otherwisementioned in this Directors' Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATIONAND PROTECTION FUND

Your Company did not have any funds lying unpaid orunclaimed for a period of seven years, which required

to transfer to the Investor Education and ProtectionFund (IEPF). Therefore, there were no funds which wererequired to be transferred to IEPF.

Also, the provisions of the Investor Education ProtectionFund Authority (Accounting, Audit, Transfer and Refund)Rules, 2016 are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on recordtheir appreciation of the trust and confidence reposed byyou in the Company and all others, who are connectedwith the Company in any manner.