TCC Concept Ltd Directors Report

Dear Members,

The Board of Directors ("Board") of TCC Concept Limited ("Company") takes pleasure in presenting their 40th Boards Report on the business and operations of your Company for the financial year ended March31, 2025. This Report is being presented along with the audited standalone and consolidated financial statements for the financial year ended March31, 2025.

FINANCIAL HIGHLIGHTS

The financial summary on standalone and consolidated basis for the financial year ended March31, 2025 and a comparison with the previous year is as follows:

	Standalone		Consolidated
Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Revenue from operations	2,217.07	480.42	8,322.24	7,715.23
Other Income	245.73	8.46	632.89	91.12
Total Income	2,462.80	488.88	8,955.13	7,806.35
Expenditure	767.73	408.68	3,459.70	5,065.00
Profit / (Loss) for the year Before Tax	1,695.07	80.20	5,495.43	2,703.90
Less: Tax Expenses	429.63	21.31	1,283.38	675.43
Add: Other Comprehensive Income	-	-	0.23	(0.36)
Net Profit/(Loss) After tax	1,265.44	58.88	4,212.28	2,028.11

The Standalone and the Consolidated Financial Statements for the Financial Year ended March31, 2025, forming part of this Annual Report, have been prepared in accordance with Ind AS notified under Section 133 of the Companies Act, 2013 ("the Act") and other relevant provisions of the Act.

NUMBER OF MEETINGS OF THE BOARD

The Company holds at least four Board Meetings in a year, one in each quarter. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board Meetings. During the financial year under review, 8 (Eight) meetings of the Board were held. The particulars of the meetings held along with attendance of each Director are detailed in the Corporate Governance Report and hence, are not disclosed in the directors report.

STATE OF COMPANYS AFFAIRS

(a) Based on Standalone financials

During the year under review, the Company has achieved turnover of Rs. 2,217.07 Lakh as against the turnover of Rs 480.42 Lakh in the previous financial year. After deducting total expenditure aggregating to Rs.767.73 Lakh, the Company has earned profit after tax of Rs.1,265.44 Lakh as against profit of Rs.58.90 Lakh of the previous financial year.

(b) Based on Consolidated financials

During the year under review, the Company has achieved turnover of Rs.8,322.24 Lakhas against the turnover of Rs. 7,715.23 Lakh in the previous financial year. After deducting total expenditure aggregating to Rs.3,459.70 Lakh, the Company has earned profit after tax of Rs. 4,212.28 Lakh as against profit of Rs. 2,028.11 Lakh of the previous financial year.

THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the financial year under review, the Company has transferred an amount of Rs. 1,265.45 Lakh to its reserves and is duly disclosed in Balance Sheet and Notes to Balance Sheet forming part of Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year to which these financial statements pertain and the date of this Report.

SIGNIFICANT EVENTS DURING THE YEAR UNDER REVIEW

1. Raising of funds by issuance of Equity Shares by way of preferential issue.

The Company has issued 10,00,000 Equity Shares having face value of Rs. 10 each at an issue price of Rs. 275 per share to the non-promoters and raised Rs. 27.5 Cr. by way of preferential issue.

2. Conversion of Compulsory Convertible Debentures ("CCDs") into Equity shares of the Company

The Company has converted 24,988 CCDs into 6,99,664 Equity shares having face value of Rs. 10 each as per the approved conversion ratio 28:1 to non-promoters.

3. Acquisition of NES Data Private Limited (formerly known as Natural Environment Solutions Private Limited):

Your Company has acquired 98.78% stake in NES Data Private Limited by way of SWAP of equity shares and allotted 1,29,38,448 equity shares of the Company in consideration other than cash.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Investments and Guarantees, covered under the provisions of Section 186 of the Act are given in the Note No. 36 to the Financial Statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Companys capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed. The Company is well aware of the above risks and as part of business strategy has a robust risk management framework to identify, evaluate and mitigate business risks with timely action. This framework seeks to enable growth, create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage by undertaking effective steps to manage risks.

The Board approved Enterprise Risk Management Policy is in place and the same is reviewed periodically by the Board of Directors, to establish appropriate system and procedures to mitigate all risks faced by the Company.

The Enterprise Risk Management policy of the Company is available on the website at https://tccltd.in/investor-relations/policies/.

CHANGE IN THE NATURE OF BUSINESS

There is no material change in the nature of business carried on by the Company during the financial year ended March31, 2025.

CAPITAL STRUCTURE

Authorized Share Capital

The authorized share capital of the Company as on March31, 2024, stood at Rs. 25,00,00,000 (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10 (Rupees Ten only) each.

During the financial year 2024-25, the authorized share capital of the Company has been increased from Rs. 25,00,00,000 (Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10 (Rupees Ten only) each, to Rs. 40,00,00,000 (Forty Crore only) divided into 4,00,00,000 (Four Crore) equity shares of Rs. 10 (Rupees Ten only) each.

Paid-up Share Capital

The paid-up share capital of the Company as on March31, 2024, stood at Rs. 21,03,43,960 (Rupees Twenty-One Crore Three Lakh Forty-Three Thousand Nine Hundred and Sixty only), divided into 2,10,34,396 (Two Crore Ten Lakh Thirty-Four Thousand Three Hundred and Ninety-Six) equity shares of Rs. 10 (Rupees Ten only) each.

During the financial year 2024-25, the Company has made the following allotments: (i) Allotment of 10,00,000 equity shares having face value of Rs. 10 each at an issue price of Rs. 275 per share in accordance with the special resolution passed by the shareholders in the Extra-ordinary General Meeting of the Company held on March18, 2024.

(ii) Allotment of 6,99,664 equity shares having face value of Rs. 10 each by converting 24,998 Compulsorily Convertible Debentures as per the approved conversion ratio of 28:1. (iii) Allotment of 1,29,38,448 equity shares having face value of Rs. 10 each at an issue price of Rs. 352 per share on preferential basis by swap against 15,702 equity shares of NES Data Private Limited (Formerly known as Natural Environment Solutions Private Limited) at a ratio of 824:1 in accordance with the special resolution passed by the shareholders in the Extra-ordinary General Meeting of the Company held on August 23, 2024.

As on March31, 2025 the paid-up share capital of the Company stood at Rs. 35,67,25,080 (Rupees Thirty-Five Crore Sixty-Seven Lakh Twenty-Five Thousand and Eighty only), divided into 3,56,72,508 (Three Crore Fifty-Six Lakh Seventy-Two Thousand Five Hundred and Eight) equity shares of Rs. 10 (Rupees Ten only) each.

Further, during the year under review, the Company had neither issued any equity shares with differential rights as to dividend, voting rights or otherwise nor had issued sweat equity shares to its directors or employees.

SHARE WARRANTS

As on March31, 2025, there were no outstanding share warrants of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

The Companys Board is an optimum mix of Executive, Non-Executive, Independent and Woman Directors. As on March31, 2025, the composition of Board was as under:

Name of the Director	Category of Directorship in the Company
Mr. Umesh Kumar Sahay	Chairman and Managing Director
Mr. Abhishek Narbaria	Non-Executive, Non-Independent Director
Mr. Nikhil Dilipbhai Bhuta	Non-Executive, Non-Independent Director
Mr. Rajesh Chandrakant Vaishnav	Non-Executive, Independent Director
Mrs. Gayathri Shrinivasan Iyer	Non-Executive, Independent Director
Mr. Mangina Srinivas Rao	Non-Executive, Independent Director

During the year under review, following changes took place on the board of the company:

Name	Designation	Appointment/Resignation/ Change in Designation	Date
Mr. Kunaal Deepak Agashe	Independent director	Resignation	14-08-2024
Mr. Mangina Srinivas Rao	Independent Director	Appointment	05-09-2024

Further, Mr. Abhishek Narbaria (DIN: 01873087) who retired by rotation been eligible to be reappointed as a dircetor at the Annual General Meeting, was re-appointed as Non-Executive, Non-Independent Director of the Company.

In the opinion of the Board, all the directors possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity. Further, all the Directors of the Company have also given declaration that they are not disqualified from holding the office of Director by virtue of any SEBI Order or any other such authority.

There were no changes in the Composition of Directorship from the closure of financial year and up to the date of this report.

Key Managerial Personnel:

During the year under review as on the date of this report, the following changes took place in Key Managerial Personnel of the Company.

Name	Designation	Appointment/Resignation/ Change in Designation	Date
Mr. Vishal Omprakash Sharma	Chief Financial Officer (CFO)	Resignation	14-11-2024
Mr. Rahul Jashvant Shah	Chief Financial Officer (CFO)	Appointment	14-11-2024
Ms. Divya Reejwani	Company Secretary & Compliance Officer	Resignation	24-05-2025
Ms. Isha Arora	Company Secretary & Compliance Officer	Appointment	25-05-2025

Other details of the Directors on the Board such as:

I. the number of other Directorships, Committee Chairmanships/Memberships held by the Directors in other Companies; II. names of other Equity Listed Companies (in any), where the Directors of the Company hold directorships, along with the category of such Directorships, are disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of this Boards Report.

Further, details with respect to the meetings of the Board, its committees and remuneration of Directors etc. are also disclosed in the ‘Corporate Governance Report of the Company for the year under review, which forms part of this Boards Report.

DEPOSITS

The Company has not accepted any fixed deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statement, across the organization. The same is subject to review periodically by the internal audit department for its effectiveness. During the financial year, such controls were tested and no reportable material weakness in the design or operations were observed.

INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a gender neutral Policy on Prevention, Prohibition and Redressal of Sexual Harassment at its workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under for prevention and redressal of complaints of sexual harassment at workplace. The Company has a framework for employees to report sexual harassment cases at workplace and the process ensures complete confidentiality of information. The Company has complied with the provision relating to the constitution of Internal Complaints Committee (IC Committee) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The IC Committee includes external member with relevant experience and majority of the members of the IC Committee are women. Thorough investigation of each case are conducted by the IC Committee and thereafter decisions are made. The role of the IC Committee is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment. During the period under review, no complaints were received from employees in this regard.

Particulars	Details
Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company affirms that it is fully compliant with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments thereof. During the year under review, the Company has ensured that all eligible female employees were granted maternity benefits in accordance with the provisions of the Act. There were no instances of non-compliance or complaints reported under the Maternity Benefit Act, 1961 during the reporting period.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other courts as on March31, 2025.

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

There was no instance of one-time settlement with any Bank or Financial Institution, during the period under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has not entered into any related party transaction as provided in sub-section (1) of section 188 of the Companies Act, 2013 which is not in its ordinary course of business or not on arms length basis. Hence, in accordance of proviso four of sub-section (1) of section 188 of the Act, the sub-section (1) of section 188 of Act, 2013 is not applicable for the financial year.

The policy in Related Party Transactions is uploaded on the Companys website i.e. https://tccltd.in/investor-relations/policies/.

In compliance with the requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") names of related parties and details of transactions with them have been included in Note nos. 34 and 40 to the standalone and consolidated financial statements, respectively, forming part of this Integrated Annual Report.

DIVIDEND

Keeping in view the current financial position of the Company, Board of Directors of the Company, has decided not to recommend any dividend for the Financial Year ended March31, 2025.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company is available on the Companys website under the web link https://tccltd.in/investor-relations/ annual-return/.

PARTICULARS OF EMPLOYEE, DIRECTORS AND RELATED DISCLOSURES

The statement containing particulars of employees, as required under Section 197 of the Companies Act, 2013, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows, however, in terms of Section 136 of the Companies Act, 2013, the Annual Report is being sent to the shareholders and others entitled thereto, excluding details of top ten employees in terms of remuneration drawn, which is available for inspection by the shareholders at the Registered

Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof till the date of Annual General Meeting, such shareholder may write to the Company Secretary at compliance@tccltd.in in this regard.

Details pertaining to remuneration 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:

The remuneration given is as per the remuneration policy of the Company.

The Remuneration policy is uploaded on the Companys website i.e. https://tccltd.in/investor-relations/policies/.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 are as under:

Sr. No. Name of Director/ KMP and Designation	Remuneration of Director/ KMP for financial year 2024-25 (in Lakh)	% Increase/ (Decrease) in Remuneration in the Financial Year 2024-25	Ratio of remuneration of each Director/ to median remuneration of employees
1 Mr. Umesh Kumar Sahay, Managing Director	60.00	500%	13.32:1
2 Mr. Abhishek Narbaria, Non-executive Director	60.00	500%	13.32:1
3 Mr. Nikhil Dilipbhai Bhuta, Non-executive Director	0.00	Nil	0
4 Mr. Rajesh Chandrakant Vaishnav, Independent Director	4.70	14.63%	1.04:1
5. Mr. Kunaal Deepak Agashe, Independent Director*	0.90	-57.14%*	0.20:1
6 Ms. Gayathri Srinivasan Iyer, Independent Director	4.70	4.25	1.04:1
7 Mr. Mangina Srinivas Rao, Independent Director@	1.50	NA	0.33:1
8 Mr. Rahul Jashvant Shah#, Chief Financial Officer	14.91	NA#	3.31:1
9 Ms. Divya Reejwani, Company Secretary	2.40	NIL	0.53:1

* Ceased to be Director w.e.f. August 14, 2024.

@ Appointed as Independent Director w.e.f September 05, 2024.

# Appointed as Chief Financial Officer w.e.f November 14, 2025.

(a) The median remuneration of employees of the Company during the financial year was Rs. 4,50,594 per year. (b) The percentage increase in the median remuneration of employees in the financial year was 87.74%. (c) There were 4 permanent employees on the payroll of the Company as on March31, 2025.

The total number of permanent employees on the payroll of the TCC Group, including its subsidiaries, were 59.

In reference to the percentage increase in the remuneration of Mr. Umesh Kumar Sahay and Mr. Abhishek Narbaria, it is hereby noted that the remuneration of the aforesaid directors was duly approved by the shareholders of the Company at the General Meeting held on March30, 2023 and September 30, 2024. The year-wise details of the remuneration so approved and the actual remuneration drawn are set out hereunder.

	Financial Year 2024-25		Financial Year 2023-24
Name of the Director	Approved Remuneration	Actual Drawn	Approved Remuneration	Actual Drawn
Mr. Umesh Kumar Sahay	Rs. 90,00,000/- plus performance incentive not exceeding 5% of net profit of the Financial year.	Rs. 60,00,000	Rs. 60,00,000/- plus performance incentive not exceeding 5% of net profit of the Financial year	Rs. 10,00,000
Mr. Abhishek Narbaria	Rs. 90,00,000 plus performance incentive not exceeding 3 % of net profit of the Financial year.	Rs. 60,00,000	Rs. 60,00,000/- plus performance incentive not exceeding 3 % of net profit of the Financial year	Rs. 10,00,000

It is further clarified that both Mr. Umesh Kumar Sahay and Mr. Abhishek Narbaria have drawn only a part of their approved remuneration in both the financial years, with the amounts being well within the limits approved by the shareholders. The apparent increase in remuneration in the current financial year is attributable to the drawal of a higher portion of the approved remuneration and not due to any enhancement in the quantum of remuneration as approved by the shareholders.

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act the members at the 38th Annual General Meeting (‘AGM), held on 29/09/2023, appointed M/s. Mehra Goel & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office for their first term of 5 (five) consecutive years commencing from the conclusion of 38th AGM till the conclusion of 43rd AGM of the Company to be held in the financial year 2028-29.

Secretarial Auditors

Mr. Chirag Sachapara, Proprietor of M/s. Sachapara & Associates, Practicing Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-25, as required under Section 204 of the Act and Rules framed thereunder. The Secretarial Audit Report for the Financial Year 2024-25 forms part of this report as Annexure-1.

EXPLAINATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY AUDIT REPORT

The Statutory Auditors Report for the financial year ended March31, 2025 does not contain any qualification, reservation, or adverse remark. The report is enclosed with the financial statements in the Integrated Annual Report.

EXPLAINATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT REPORT

Point-wise explanation or comment on qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in its report is as follows:

Observation	Explanation
Intimation of closure of trading window for Quarter ended on 30.09.2024 is given in XBRL format on BSE portal but not given in PDF format.	Response to Observation: We acknowledge that the corresponding intimation in PDF format was inadvertently not filed.
	Reason for non filing: The Company would like to clarify that the intimation for closure of the trading window for the quarter ended 30th September, 2024 was duly submitted to BSE Limited in XBRL format within the prescribed timeline and is available in the public domain.
	Action taken: The Company will ensure that such oversight does not recur in the future.

The Secretarial Audit Report of the Material Subsidiary Company i.e. Brantford Limited is annexed herewith as Annexure-2 to the Report. Point-wise explanation or comment on qualification, reservation or adverse remark or disclaimer (if any) made by the Secretarial Auditor in its report is as follows:

1. Brantford Limited

Observation	Explanation
NIL	NIL

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the period under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed by or against the Company by its officers or employees, the details of which would require the disclosure in the Boards Report.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. As per Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs.

Further, the Board members are satisfied with regard to integrity, expertise, experience and proficiency of the Independent Directors of the Company.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Ethics & Conduct. Your Company hereby affirms that no Director/Employee has been denied access to the Chairperson of the Audit Committee. No complaint was received through the said mechanism during the year under review.

The copy of Vigil Mechanism/Whistle Blower Policy is hosted on the website of the Company under the web-link:https://tccltd.in/ investor-relations/policies/

COMPLIANCE OF THE SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of the provisions of Section 118 of the Act.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to the provisions of Section 178(3) of the Act and the Listing Regulations. The Policy includes laying down criteria for identifying persons who are qualified to become Directors, Key Managerial Personnel (‘KMP), Senior Management Personnel and Other Employees of the Company, laying down criteria to carry out evaluation of every Directors performance, determining the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMPs, Senior Management Personnel and Other Employees to work towards the long term growth and success of the Company.

The Nomination and Remuneration Policy of the Company is available on the Companys website under the web link https:// tccltd.in/investor-relations/policies/

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of the Companys business activities, the provisions relating to disclosure of particulars regarding conservation of energy and technology absorption, as stipulated under Rule 8 of the Companies (Accounts) Rules, 2014, read with Section 134(3)(m) of the Act, are not applicable to the Company.

Foreign exchange earnings and Outgo-

With regard to foreign exchange earnings and outgo for the current year 2024-25 the position is as under:

	Financial year ended
Particulars	March31, 2025	March31, 2024
Income in foreign currency	NIL	NIL
Expenditure in foreign currency	NIL	NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

For the financial year 2024–25, the provisions of section 135 of the Act were not applicable to the Company on Standalone basis. However, for the financial year 2025–26, the Company falls within the ambit of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the Company shall develop, formulate, and implement its Corporate Social Responsibility (CSR) policy and related initiatives during the financial year 2025–26.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on the end of financial year, details of subsidiaries, joint ventures and associate companies is as follows:

Sr. No. Name of Entity	Relation
1 Brantford Limited	Wholly -owned Subsidiary
2 Synthar Data Storage Private Limited (Formerly known as EMF Clinic Private Limited)	Wholly -owned Subsidiary
3 Altrr Software Services Limited	Wholly -owned Subsidiary
4 NES Data Private Limited1	Subsidiary

1Become subsidiary w.e.f. 23rd August, 2024

A separate statement containing the salient features of financial statements of subsidiaries/joint venture/associate companies of the Company in the prescribed Form AOC – 1 in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 forms part of the Annual Report.

The said Form also highlights the financial performance of each of the subsidiaries included in the Consolidated Financial Statements (CFS) of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Act, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the Annual General Meeting of the Company i.e. any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at https://tccltd.in/.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTOR

In the opinion of the Board all the Independent Directors, including Independent Directors appointed during the year, if any, are persons of integrity and has expertise and experience in relevant field. Further, all the independent directors have cleared proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has adopted a formal mechanism for evaluating its performance and as well as of its Committees and individual Directors, including the Chairperson of the Board. The detailed process in of annual evaluation of the performance of the Board, its Chairperson, its Committees and of individual Directors has been made available in the Corporate Governance Report forming an integral part of this Boards Report.

MAINTAINANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Act.

COMMITTEES OF THE BOARD

The Board of Directors have constituted the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The detailed disclosures about the composition, terms of reference and meetings of the committees are provided in the Corporate Governance Report, attached as Annexure 3.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (5) of section 134 of the Act the Board hereby state that-(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 period; (c) the directors had 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 had prepared the annual accounts on a going concern basis; (e) the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report pursuant to Part C of Schedule V of the Listing Regulations is attached to this report as Annexure-3.

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER

Compliance Certificate by Chief Financial Officer pursuant to regulation 17(8) and Part B of Schedule II of the Listing Regulations is attached to this report as Annexure-4.

DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

The Company has received confirmations from all the Board of Directors as well as Senior Management Executives regarding compliance of the Code of Conduct during the year under review. A declaration by the Managing Director affirming compliance of Board Members and Senior Management Personnel to the Code is attached to this report as Annexure-5.

COMPLIANCE CERTIFICATE BY PRACTISING COMPANY SECRETARY

Compliance Certificate regarding compliance of conditions of Corporate Governance by Practicing Company Secretary pursuant to Part E of Schedule V of the Listing Regulations is attached to this report as Annexure-6.

MANAGEMENT DISCUSSION AND ANALYSIS

ManagementDiscussionandAnalysispursuanttoPartBofSchedule V of the Listing Regulations form part of the Annual Report.

ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation to it Members, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co- operation and support and looks forward to their continued support in future. Your directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.