TCC Concept Ltd Directors Report

Dear Members,

The Board of Directors (Board) of TCC Concept Limited (Company) takes pleasure in presenting their 41 st Boards Report on the business and operations of your Company for the Financial Year ended March 31, 2026. This Report is being presented along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The financial summary on standalone and consolidated basis for the Financial Year ended March 31, 2026 and a comparison with the previous financial year is as follows:

(Rs. in Lakh)

	Standalone		Consolidated
Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025	For the year ended March 31, 2026	For the year ended March 31, 2025
Revenue from operations	6,327.25	2,217.07	17,939.30	8,322.24
Other Income	586.14	245.73	2,695.42	632.89
Total Income	6,913.40	2,462.80	20,634.72	8,955.13
Expenditure	1,394.74	767.73	15,186.14	3,459.70
Profit / (Loss) for the year Before Tax	5,518.66	1,695.07	5,440.31	5,495.43
Less: Tax Expenses	1,410.87	429.63	-1,042.32	1,283.39
Add: Other Comprehensive Income	-0.29	-	23.41	0.23
Net Profit/(Loss) After tax	4,107.50	1,265.44	6,506.05	4,212.26

The Standalone and the Consolidated Financial Statements for the Financial Year ended March 31, 2026, forming part of this Annual Report, have been prepared in accordance with the Ind AS notified under Section 133 of the Companies Act, 2013 (the Act) and other relevant provisions of the Act.

STATE OF COMPANYS AFFAIRS

(a) Based on Standalone financials

During the Financial Year under review, the Company delivered a strong improvement in its standalone financial performance, with substantial growth in revenue and profitability.

The Companys Revenue from Operations increased by 185.39%, from Rs. 2,217.07 Lakh in the previous Financial Year to Rs. 6,327.25 Lakh during the year under review. Accordingly, Total Income increased by 180.71%, from Rs. 2,462.80 Lakh to Rs. 6,913.40 Lakh.

The Companys Profit Before Tax (PBT) increased significantly by 225.57%, from Rs. 1,695.07 Lakh in the previous Financial Year to Rs. 5,518.66 Lakh during the year under review. After accounting for tax expenses and Other Comprehensive Income, the Company reported a Net Profit of Rs. 4,107.50 Lakh, representing a substantial growth of 224.59% over the previous Financial Years Net Profit of Rs. 1,265.44 Lakh.

The significant increase in revenue and profitability reflects the Companys continued business expansion, improved operating performance and effective financial management during the year.

(b) Based on Consolidated financials

On a consolidated basis, the Company continued to demonstrate robust growth in its overall business operations, with a significant increase in revenue and profitability during the year under review.

Revenue from Operations increased by 115.56%, from Rs. 8,322.24 Lakh in the previous Financial Year to Rs. 17,939.30 Lakh during the year under review. Total Income increased by 130.42%, from Rs. 8,955.13 Lakh to Rs. 20,634.72 Lakh.

The consolidated Profit Before Tax stood at Rs. 5,440.31 Lakh, compared to Rs. 5,495.43 Lakh in the previous Financial Year, representing a marginal decrease of 1.01%. However, after considering tax expenses and Other Comprehensive Income, the Company reported a Consolidated Net Profit of Rs. 6,506.05 Lakh, as against Rs. 4,212.26 Lakh in the previous Financial Year, representing a growth of 54.45%.

The consolidated performance reflects the substantial expansion in the scale of operations and overall strengthening of the Groups financial position. The increase in consolidated revenue and Net Profit demonstrates the Companys continued focus on business growth, operational execution and value creation for its stakeholders.

Overall, the Company has witnessed significant growth in revenue and profitability during the Financial Year 2025-26, particularly on a standalone basis, while the consolidated operations also recorded a substantial increase in revenue and Net Profit.

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. 4,107.50 Lakh to its reserves and is duly disclosed in the Balance Sheet and Notes to the Balance Sheet forming part of Financial Statements.

NUMBER OF MEETINGS OF THE BOARD

The Company convenes at least four meetings of the Board of Directors in each Financial Year, in compliance with the applicable provisions of the Act, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

During the Financial Year under review , 8 (Eight) meetings of the Board of Directors were held. The intervening period between two consecutive meetings was within the prescribed time limits. All decisions taken and urgent matters approved through circular resolutions, wherever required, were placed before the Board at its subsequent meeting(s) for noting and confirmation.

The details of the Board Meetings held during the Financial Year and the attendance of the Directors thereat are provided in the Corporate Governance Report , which forms part of this Annual Report.

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.

Further, subsequent to the close of the Financial Year, the Members of the Company, through Postal Ballot on August 22, 2026, approved the sub-division of each Equity Share having a face value of Rs. 10/- each into 5 (Five) Equity Shares having a face value of Rs. 2/- each, pursuant to Section 61 and other applicable provisions of the Act.

The sub-division has no impact on the financial position of the Company.

SIGNIFICANT EVENTS DURING THE YEAR UNDER REVIEW

1. Acquisition of Pepperfry Limited:

During the financial year under review, the Company achieved a transformational milestone in its growth and diversification journey by acquiring 98.98% stake in Pepperfry Limited (Pepperfry) on a fully diluted basis under a share swap arrangement (pursuant thereto, the Company allotted 1,18,55,553 equity shares of 10 each on a preferential basis), along with its three Wholly Owned Subsidiaries, namely Pepcart Logistics Private Limited, Pepperfry Modular Private Limited and Clouddio Sleep Private Limited, with effect from December 8, 2025.

Pepperfry is a category-defining omnichannel leader in furniture and home products, combining a technology-led online marketplace with an expanding network of physical studios. Over the years, Pepperfry has established strong brand equity and a differentiated consumer proposition, supported by a wide assortment of furniture, décor and home essentials, in-house brands, national and regional suppliers, MSMEs and D2C brands. The platform has achieved significant scale, with approximately 73 million annual visits, 150,000 daily unique visitors, 325,000+ customers served annually and more than US$1.1 billion of lifetime furniture and home goods sold. Its business model is further supported by multiple revenue streams including marketplace commissions, private-label and in-house brand sales, omnichannel studio retail, B2B and bulk procurement, assisted buying, installation and after-sales services.

As part of the same strategic acquisition, Pepcart Logistics Private Limited brings a strong and complementary fulfilment capability to the Group. Pepcart operates an owned big-box fulfilment and delivery network, providing delivery, installation and servicing capabilities across 9,500+ pin codes and 300+ cities, supported by 25 distribution centres. Its service quality is demonstrated by a transit damage rate of below 1.5%, positioning the business to address the growing demand for reliable, technology-enabled and large-format fulfilment solutions.

Importantly, Pepcarts capabilities extend beyond servicing the Groups consumer-commerce businesses, with the potential to serve third-party customers and national contracts. This provides theCompany with an opportunity to develop Pepcart as a standalone, scalable fulfilment and logistics platform, while simultaneously creating operating synergies with Pepperfry. The combination enables the Group to build an integrated ecosystem spanning consumer demand, digital commerce, fulfilment, last-mile delivery, installation and after-sales services.

The acquisition of Pepperfry and its subsidiaries therefore represents a significant strategic expansion of TCC Concept Limited into consumer commerce and supply-chain infrastructure. The integration of Pepperfrys strong consumer franchise and omnichannel capabilities with Pepcarts owned fulfilment network creates a compelling platform for scale, operational efficiency, enhanced customer experience and third-party business opportunities.

With this acquisition, the Company has strengthened its vision of building a diversified technology-led enterprise comprising consumer commerce, supply chain, digital infrastructure and applied AI, with multiple complementary business engines working together to create sustainable and scalable growth. The Company believes that the Pepperfry

Group will serve as a key growth engine within the TCC ecosystem, providing significant opportunities for cross-business synergies, expansion and long-term value creation for shareholders and other stakeholders.

2. Direct Listing on the National Stock Exchange of India Limited (NSE)

During the Financial Year 2025-26, the Company achieved another landmark milestone in its corporate journey with the direct listing and admission of its equity shares for dealing on the National Stock Exchange of India Limited (NSE), effective from February 25, 2026.

With the successful listing on NSE, the equity shares of the Company are now listed and traded on both BSE Limited (BSE) and NSE, providing the Company with a broader and more diversified capital market platform.

The NSE listing represents a significant milestone in the evolution of TCC Concept Limited, enhancing the Companys visibility among investors and strengthening its participation in the Indian capital markets. The listing is expected to facilitate greater trading liquidity, broaden the Companys investor base, improve market visibility and enhance accessibility to a wider pool of institutional and retail investors.

The Company views its presence on both leading stock exchanges as an important foundation for its next phase of growth and remains focused on leveraging the enhanced market visibility and stakeholder confidence to pursue its strategic objectives and create sustainable long-term value for all stakeholders.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments, covered under the provisions of Section 186 of the Act are given in the Note No. 37 to the Financial Statements.

RISK MANAGEMENT

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Companys ability to create sustainable value is the nature and extent of risks it undertakes at the strategic and operational levels, as well as its ability to identify, assess and manage such risks 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 effectively addressed.

The Company is well aware of the above risks and as part of the 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 Enterprise Risk Management Policy, approved by the Board, has been put in place and is reviewed periodically to establish appropriate systems and procedures for mitigating the 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 March 31, 2026.

CAPITAL STRUCTURE

Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2025, stood at Rs. 40,00,00,000 (Rupees Forty Crore Only) divided into 4,00,00,000 (Four Crore) equity shares of Rs. 10 (Rupees Ten Only) each.

During the Financial Year 2025-26, the Authorized Share Capital of the Company has been increased from at 40,00,00,000 (Rupees Forty Crore Only) divided into 4,00,00,000 (Four Crore) equity shares of Rs. 10 (Rupees Ten Only) each, to Rs. 60,00,00,000 (Rupees Sixty Crore Only) divided into 6,00,00,000 (Six Crore) equity shares of Rs. 10 (Rupees Ten Only) each.

Subsequent to the close of the financial year, the Members of the Company, through Postal Ballot on August 22, 2026, approved the sub-division/split of each Equity Share of the Company having a face value of Rs. 10/- (Rupees Ten Only) into 5 (Five) Equity Shares having a face value of 2/- (Rupees Two Only) each.

Paid-up Share Capital

The paid-up share capital of the Company as of March 31, 2025, 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.

During the financial year 2025 26, the Company allotted 1,18,55,553 equity shares of face value Rs. 10 each at an issue price of Rs. 557.9445 per equity share on a preferential basis pursuant to a share swap transaction to acquire Pepperfry Limited. The allotment was carried out in accordance with the special resolution approved by the shareholders at the Extra-ordinary General Meeting of the Company held on November 5, 2025.

As on March 31, 2026 the paid-up share capital of the Company stood at Rs. 47,52,80,610 (Rupees Forty Seven Crore Fifty Two Lakh Eighty Thousand Six Hundred Ten Only), divided into 4,75,28,061 (Four Crore Seventy FiveLakh Twenty Eight Thousand Sixty One) equity shares of 10 (Rupees Ten Only) each.

Subsequent to the close of the Financial Year, the Members of the Company, by way of Postal Ballot on August 22, 2026, approved the Sub-division/Stock Split of the existing Equity Shares of the Company pursuant to Section 61 of the Act and other applicable provisions, whereby each Equity Share having a face value of Rs. 10/- (Rupees Ten only) was sub-divided into 5 (Five) Equity Shares having a face value of Rs. 2/- (Rupees Two only) each. The requisite statutory and regulatory approvals have been duly obtained and all necessary formalities in connection with the sub-division/split have been completed, and the sub-division/split has accordingly become effective.

Consequently, the paid-up Equity Share Capital of the Company remains unchanged at Rs. 47,52,80,610/- (Rupees Forty Seven Crore Fifty Two Lakh Eighty Thousand Six Hundred Ten only), while the number of issued, subscribed and paid-up Equity Shares has increased from 4,75,28,061 (Four Crore Seventy Five Lakh Twenty Eight Thousand Sixty One) Equity Shares of Rs. 10/- each to 23,76,40,305 (Twenty Three Crore Seventy Six Lakh Forty Thousand Three Hundred Five) Equity Shares of Rs. 2/- each.

Further, during the Financial 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 March 31, 2026, 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 Director and Woman Directors. As on March 31, 2026, 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 Director
Mr. Nikhil Dilipbhai Bhuta	Non-Executive Director
Mr. Rajesh Chandrakant Vaishnav	Independent Director
Ms. Gayathri Srinivasan Iyer	Independent Director
Mr. Mangina Srinivas Rao	Independent Director

During the Financial Year under review, there was no change in the composition of the Board. Mr. Nikhil Dilipbhai Bhuta (DIN: 02111646), who retired by rotation and, being eligible, was re-appointed as Non-Executive,

Non-Independent Director of the Company at the 40 th Annual General Meeting.

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 Financial Year under review, there was a change in the Key Managerial Personnel of the Company. Ms. Divya Reejwani, Company Secretary and Compliance Officer of the Company, resigned from the said office with effect from May 24, 2025. Consequent upon the cessation of office of Ms. Divya Reejwani, the Board of Directors of the Company appointed Ms. Isha Arora as the Company Secretary and Compliance Officer of the Company with effect from May 25, 2025.

Accordingly, as on March 31, 2026, the Key Managerial Personnel of the Company, in terms of the applicable provisions of the Act, comprised:

1. Mr. Umesh Kumar Sahay Chairman and Managing Director;

2. Mr. Rahul Jashvant Shah Chief Financial Officer; and

3. Ms. Isha Arora Company Secretary and Compliance Officer.

Other details of the Directors on the Board including:

I. the number of other Directorships, Committee Chairmanships/ Memberships held by the Directors in other Companies;

II. names of other Equity Listed Companies (if 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 the Annual Report separately.

From the closure of the financial year under review till the date of this Report, there has been no change in the Key Managerial Personnel of the Company.

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 Financial Year under review, which forms part of the Annual Report separately.

DEPOSITS

Your 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 OPERATIONS IN FUTURE

During the Financial 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 Companys internal financial controls have been identified based on risk assessments conducted across the respective business processes and have been appropriately implemented. The Audit Committee of the Board periodically reviews the internal audit reports, the adequacy and effectiveness of the internal financial controls, and the risk management framework.

These systems provide reasonable assurance that the Companys internal financial controls are adequately designed and operating effectively.

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 of Sexual Harassment at 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. 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 Financial year 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 BENEFIT ACT, 1961

The Company provisions of the Maternity Benefit Act, 1961, including all applicable amendments thereof.

During the Financial Year under review, the Company has ensured that all eligible female employees were granted maternity benefits in accordance with the provisions of the Maternity Benefit Act, 1961. 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 March 31, 2026.

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 Banks or Financial Institutions, during the period under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Your Company has not entered into any related party transaction as provided in sub-section (1) of section 188 of the Act, which is not in its ordinary course of business or not on arms length basis. Accordingly, the sub-section (1) of the Section 188 of the Act, is not applicable during the year under review.

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

In compliance with the requirement of the Listing Regulations, names of related parties and details of transactions with them have been included in Note nos. 35 and 44 of the standalone and consolidated financial statements, respectively, forming part of this 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 March 31, 2026.

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 AND RELATED DISCLOSURES

The statement containing particulars of employees, as required under Section 197 of the Act, 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 Act, 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 of the Company 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 Policy on Nomination, Remuneration and Board Diversity of the company.

The Remuneration policy is available 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 2025-26 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2025-26 are as under:

Sr. No. Name of Director/ KMP and Designation	% Increase/ (Decrease) in Remuneration in the Financial Year 2025-26	Ratio of remuneration of each Director/ to median remuneration of employees
1 Mr. Umesh Kumar Sahay, Managing Director	600%	52.50:1
2 Mr. Abhishek Narbaria, Non-Executive Director	500%	45.00:1
3 Mr. Nikhil Dilipbhai Bhuta, Non-Executive Director	NA	0:1
4 Mr. Rajesh Chandrakant Vaishnav, Independent Director	0.00%	0.59:1

Sr. No. Name of Director/ KMP and Designation	% Increase/ (Decrease) in Remuneration in the Financial Year 2025-26	Ratio of remuneration of each Director/ to median remuneration of employees
5 Ms. Gayathri Srinivas Iyer, Independent Director	10.64%	0.65:1
6 Mr. Mangina Srinivas Rao, Independent Director	166.67%	0.50:1
7 Mr. Rahul Jashvant Shah, Chief Financial	141.45%#	4.50:1
8 Ms. Isha Arora, Company Secretary and Compliance Officer	NA @	1.65:1

# the increase in remuneration is primarily due to FY 2024–25 representing remuneration for a part of the Financial Year following his appointment on November 14, 2024.

@ She was appointed as the Company Secretary of the Company with effect from May 25, 2025, and hence no year-on-year comparison is available.

(a) The percentage increase in the median remuneration of employees in the Financial Year was 77.55%; and

(b) There were 8 permanent employees on the rolls of Company as on March 31, 2026.

The total number of permanent employees on the payroll of the TCC Group, including its subsidiaries, were 490.

The percentage increase in remuneration of the Directors during Financial Year 2025-26, when compared with the previous year, may not reflect a like-for-like comparison, as the remuneration in the previous year was partly drawn from the Companys subsidiaries. During the current Financial Year, the remuneration structure has been consolidated at the level of the listed Company, with no separate remuneration being drawn from the subsidiaries. Accordingly, the reported percentage increase should be viewed in the context of this change in remuneration structure.

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, the members at the 38 th Annual General Meeting (AGM), held on September 29, 2023 appointed M/s. Mehra Goel & Co. LLP, 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 43 rd AGM of the Company to be held in the Financial Year 2028-29.

The Statutory Auditors report do not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder and Regulation 24A of the Listing Regulations, Mr. Chirag Sachapara, Proprietor of M/s. Sachapara & Associates, Practising Company Secretaries, was appointed by the Members of the Company at the 40th AGM held on September 30, 2025 , as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years commencing from the Financial Year 2025-26, to conduct the Secretarial Audit of the Company Annual Report 2025-26 in accordance with the applicable provisions of the Act and the rules made thereunder.

The Secretarial Audit Report for the Financial Year 2025-26, issued in Form MR-3, forms part of this Report and is annexed hereto as Annexure-1. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit of Material Subsidiary Companies

The Secretarial Audit Reports of the Material Subsidiary Companies (identified on basis of the financials of immediately preceding accounting year i.e. 2024-25), namely, Altrr Software Services Limited, NES Data Private Limited and Brantford Limited are annexed herewith as Annexure-2, 3 and 4, respectively, to this Report. The Secretarial Audit Reports of the aforesaid Material Subsidiary Companies do not contain any qualification, reservation, adverse remark or disclaimer for the Financial Year under review.

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, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud committed by or against the Company by its officers or employees under Section 143(12) of the Act, which are required to be disclosed in the Boards Report.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received the following declarations from all the Independent Directors, inter alia, confirming that:

they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors, confirming 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. 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.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has formulated a Vigil Mechanism / Whistle Blower Policy in accordance with the provisions of the Act and the Listing Regulations.

The mechanism enables Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violations of the Companys Code of Conduct or any other improper practices, without fear of retaliation.

Your Company hereby affirms that no Director/Employee has been denied access to the Chairperson of the Audit Committee. Further, no complaint was received through the said mechanism during the year under review. The 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 Policy on Nomination, Remuneration and Board Diversity pursuant to the provisions of Section 178(3) of the Act and the Listing Regulations. The Policy lays down the criteria for identifying persons who are qualified to be appointed as Directors, Key Managerial Personnel and Senior Management Personnel, promotes Board diversity, and provides the framework for determining remuneration that is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel, Senior Management Personnel and other employees. The Policy also provides that the re-appointment or extension of term of Directors shall be based on their performance evaluation.

The Policy on Nomination, Remuneration and Board Diversity 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

Conservation of Energy and Technology Absorption

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

Foreign exchange earnings and Outgo

With regard to foreign exchange earnings and outgo for the current Financial Year 2025-26 the position is as under:

Particulars	Financial Year Ended
	March 31, 2026	March 31, 2025
Income in foreign currency	NIL	NIL
Expenditure in foreign currency	NIL	NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Company remains committed to conducting its business in a socially, economically, and environmentally responsible manner while creating sustainable value for all its stakeholders.

The Company has in place a Corporate Social Responsibility (CSR) Policy, which provides the framework for undertaking CSR initiatives in accordance with the applicable statutory requirements. The Companys CSR programmes are focused on contributing to the development and welfare of communities in and around its areas of operation, with the objective of improving the quality of life and promoting sustainable development. During the Financial Year 2025 26, the Companys CSR obligation, as determined in accordance with the provisions of Section 135 of the Act, amounted to Rs. 12,57,000. During the Financial Year, the Company spent Rs. 12,60,000 on various Corporate Social Responsibility initiatives, which is in excess of the prescribed CSR obligation.

The Annual Report on CSR Activities, containing the particulars prescribed under the (Corporate Social Responsibility Policy) Rules, 2014, including details of CSR expenditure and other disclosures, forms part of this Boards Report as Annexure -5 .

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 Limited	Wholly Owned Subsidiary
5 Pepperfry Limited *	Subsidiary
6 Pepcart Logistics Private Limited @	Wholly Owned Subsidiary
7 Pepperfry Modular Private Limited *	Step Down Subsidiary
8 Clouddio Sleep Private Limited *	Step Down Subsidiary

* Become subsidiary/ Step down Subsidiary w.e.f. December 8, 2025.

@ Pepcart Logistics Private Limited became a step-down subsidiary of the Company with effect from December 8, 2025. Subsequently, it was acquired directly by the Company on December 31, 2025.

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 this Annual Report.

This statement provides details of the performance and financial position of each subsidiary. The Audited Financial Statements together with related information and other reports of each of the subsidiary companies are available on the Companys website at https://tccltd.in/

Further, in accordance with Section 136 of the Act, the financial statements of the subsidiaries are available for inspection by the members at the Registered Office of theCompany 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 at the Registered Office of the Company.

EMPLOYEE STOCK OPTION PLAN

During the Financial Year under review, the Company implemented the TCC Concept Limited Employee Stock Option Plan 2025 (ESOP Plan 2025 or Scheme), which was approved by the Board of Directors on October 14, 2025 and subsequently approved by the Members of the Company on November 5, 2025. The Scheme aims to reward and retain employees, motivate them to contribute towards the growth and profitability of the Company and its subsidiaries, and to align the interests of employees with the long-term interests of the Company and its subsidiaries.

ESOP GRANT

During the Financial Year under review, pursuant to the TCC Concept Limited Employee Stock Option Plan 2025 (ESOP Plan 2025), the Nomination and Remuneration Committee of the Board of Directors, in its meeting held on December 9, 2025, approved the grant of 27,50,607 (Twenty-Seven Lakh Fifty Thousand Six Hundred and Seven) Employee Stock Options to eligible employees of Subsidiary Companies. Each Stock Option is convertible into one fully paid-up Equity Share of the Company having a face value of Rs. 10 each, at an exercise price of Rs. 10 per Stock Option .

The necessary disclosure pursuant to section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits) with regard to Employee Stock Option Scheme of the Company is available on Companys website i.e., https://tccltd.in/ investor-relations/policies/.

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, are persons of integrity and have the requisite expertise and experience in relevant fields.

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 the performance of the Board, its Committees and individual Directors, including the Chairperson of the Board. The detailed process 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 Section 148(1) 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

Detailed disclosures relating to the composition, terms of reference and meetings of the Committees are provided in the Corporate Governance Report, forming part of this Annual Report as Annexure-6.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (5) of section 134 of the Act, the Board hereby states 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 Listing Regulations is attached to this report as Annexure-6.

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR

Compliance Certificate by Chief Financial Officer and Managing Director pursuant to regulation 17(8) and Part B of Schedule II of the Listing Requirements) Regulations, is attached to this report as Annexure-7.

DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT

The Company has received confirmations from all the Directors as well as Senior Management Personnel regarding compliance of the Code of Conduct during the year under review. A declaration by the Managing Director affirming compliance with the Code of Conduct by the Board Members and Senior Management Personnel is attached to this report as Annexure-8.

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-9.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as per the Listing Regulations, is presented in a separate section, which forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your directors would like to express their sincere appreciation to its 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.

On Behalf of the Board of Directors

	For TCC Concept Limited
	Umesh Kumar Sahay
Date: September 8, 2026	Chairman and Managing Director
Place: Pune	(DIN: 01733060)