TCI Developers Ltd Directors Report

Dear Members,

Your directors take immense pleasure in presenting 17th Boards Report on the business and operations of TCI Developers Limited (“the Company”) along with the Audited Financials Statement (Standalone and Consolidated) for the financial year ended 31st March 2025.

1. Financial Highlights

Particulars	Consolidated		Standalone
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Total Revenues	1,992.79	1,904.00	1,088.07	1,075.43
Profit before Tax	663.21	722.90	289.71	423.39
Tax	204.21	227.03	44.79	88.47
Profit after tax	459	495.87	244.92	334.92
Other Comprehensive	(22.76)	11.40	(22.76)	11.40
Income
Total Comprehensive	436.24	507.27	222.16	346.32
Income
Earnings per share	12.31	13.30	6.57	8.98

2. Dividend

During the period under review, your directors do not recommend any dividend on Equity Shares. However, the Company has declared dividend on preference shares amounting to Rs. 19.80 (In Lakhs).

3. General Reserve

For the financial year 2024-25, the Company has not transferred any amount to General Reserves.

4. Change in the nature of business

During the period under review, there has been no change in the nature of the business of the Company.

5. Share Capital

As on 31st March 2025, the Authorized Share Capital of the Company stands at Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 70,00,000 (Seventy Lakhs) Equity Shares having a face value of Rs. 10/- (Rupees Ten each) and 80,00,000 (Eighty Lakh) Preference shares having a face value of Rs. 10/- (Rupees Ten each).

As on 31st March 2025, the Paid-Up Share Capital of the Company stands at Rs. 5,92,94,310/-(Rupees Five Crore Ninety-Two Lakhs Ninety-Four Thousand Three Hundred and Ten Only) divided into 37,29,431 (Thirty-Seven Lakh Twenty-Nine Thousand Four Hundred and Thirty-One) Equity Shares having a face value of Rs. 10/- (Rupees Ten each) and 22,00,000 (Twenty-Two Lakh) Preference Shares having a face value of Rs. 10/- (Rupees Ten each).

During the period under review, there has been no change in paid up share capital of the Company.

6. Deposits

During the year under review, your Company had neither accepted nor, there was any outstanding deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 (hereinafter referred as the ‘Act) and rules made thereunder.

7. Transfer of unpaid & Unclaimed Dividends & Shares to IEPF

There are no unpaid & unclaimed dividend pending with the Company, hence during the year there is no amount transferred to IEPF.

8. Holding Companies

The Company has one holding Company i.e. TDL Real Estate Holdings Ltd (TREHL).

9. Subsidiaries, Joint Ventures and Associate Companies

As on 31st March 2025, your Company has following Subsidiaries viz.:

1) TCI Infrastructure Limited;

2) TCI Properties (West) Limited;

3) TCI Distribution Centers Limited; and

4) TDL Warehousing Parks Limited.

In accordance with the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

The Company does not have any Joint Venture or Associate Company(s) as on 31st March 2025. Further, during the reporting period, no Company has become or ceased to be a subsidiary/joint venture or associate.

10. Directors and Key Managerial Personnel (KMPs)

As on 31st March 2025, the Board of your Company comprised of Six (06) Directors, as tabulated hereunder, having specializations in their respective fields and professions.

S. No. Name of the Directors	DIN	Nature of Directorship	Date of Appointment
1 Mr. Naresh Kumar Baranwal	02772712	Director	1st August 2012
2. Mr. Phoolchand Sharma	01620437	Independent Director	30th April 2021
3. Mr. Sivaraman Narayana Das	09082042	Independent Director	30th April 2021
4. Mr. Chander Agarwal	00818139	Director	14th May 2008
5. Mr. Dharmpal Agarwal	00084105	Director	14th May 2008
6. Mr. Vineet Agarwal	00380300	Director	14th May 2008

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Article of Association of the Company, Mr. D P Agarwal (DIN: 00084105) Director of the Company liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. The brief profile of Mr. D P Agarwal (DIN: 00084105) and other related information has been detailed in the Notice convening the 17th Annual General Meeting of the Company. The Board recommend its re-appointment as Non-Executive Director of the Company.

Appointment/ Change in designation

During the period under review, Mr. Naresh Kumar Baranwal (DIN: 02772712) was re-designated as Non-Executive Director from Whole Time Director in the Board meeting held on 16th October 2024 w.e.f. 1st August 2024.

Further, Mr. Naresh Kumar Baranwal has been appointed as a Nodal Officer of the Company w.e.f. 24th March 2025 in place of Ms. Saloni Gupta.

Further, Mr. Phool Chand Sharma (DIN: 01620437) and Mr. Sivaraman Narayana Das (DIN: 09082042), Independent Directors of the Company would be completing their 1st term of five years on 29th April, 2026, pursuant to the recommendations of the Nomination and Remuneration Committee and subject to the approval of the Shareholders, the Board at their meeting held on 25th August, 2025, has approved their reappointment as Independent Director for a further term of 5 consecutive years commencing from 30th April, 2026 upto 29th April, 2031.

Further, Ms. Bhavna Sharma (ACS: 74445), pursuant to the recommendations of the Nomination and Remuneration Committee, the Board at their meeting held on 25th August 2025, has approved her appointment as Company Secretary and Key Management Personnel of the Company w.e.f. 25th August

2025 in place of Ms. Saloni Gupta, who has resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. 12th March 2025.

Resignation

Mr. Kishan Mittal (DIN: 00393377) and Ms. Manisha Agarwal (DIN: 00453971), Independent Directors ceased to hold office with effect from 23rd May 2024, and 22nd July 2024, respectively. Accordingly, their tenure concluded on the aforesaid dates. The Board places on record its sincere appreciation for the valuable contributions made by Mr. Kishan Mittal (DIN: 00393377) and Ms. Manisha Agarwal (DIN: 00453971), during their tenure as Independent Directors.

Ms. Saloni Gupta, resigned from the post of Company Secretary and Compliance officer and from the post of Nodal Officer under Investor Education and Protection Fund Authority Rules, 2016 w.e.f. 12th March 2025.

As per the declaration received from the directors under section 164 of the Companies Act, 2013, none of the directors are disqualified.

11. Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 & read with the Companies (Appointment and Qualification of Directors), Rules, 2014, as amended as on date. In the opinion of the Board of Directors, he fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as independent director of the Company and is independent of the management.

12. Meeting of Independent Directors

During the period under review, a separate meeting of independent directors was held on 26th April 2024 in accordance with the provisions of the Companies Act, 2013.

13. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors in the framework that has been designed in compliance with the requirements under the Act.

14. Board and Committees Meetings

The Board meets at regular intervals to review the performance of the Company. The details of Board meetings held during the year are as under:

Sl. No. Name of Director	Presence at Board Meeting
	26th April, 24	20th July,24	16th Oct24	22nd Jan25	No. of meetings Held	Attendance	% of attendan ce
1 M. Dharmpal Agarwal	Yes	Yes	Yes	Yes	4	4	100
2 Mr. Kishan Mittal*	Yes	NA	NA	NA	4	1	100
3 Mrs. Manisha Agarwal**	Yes	Absent	NA	NA	4	1	50
4 Mr. Vineet Agarwal	Yes	Yes	Yes	Yes	4	4	100
5 Mr. Chander Agarwal	Yes	Yes	Yes	Absent	4	3	75
6 Mr. Naresh Kumar Baranwal	Yes	Yes	Yes	Yes	4	4	100
7 Mr. Phoolchand Sharma	Yes	Yes	Yes	Yes	4	4	100
8 Mr. Sivaraman Narayana Das	Yes	Yes	Yes	Yes	4	4	100

Note: *Mr. Kishan Mittal (DIN: 00393377), Independent Directors ceased to hold office with effect from 23 May 2024. **Ms. Manisha Agarwal (DIN: 00453971), Independent Directors ceased to hold office with effect from 22nd July 2024.

15. Directors Responsibility Statement

In terms of Section 134(3) (c) of the Companies Act, 2013, your Directors would like to make the following statements to the Members, to the best of their knowledge and belief and according to the information and representations obtained by the management:

That in the preparation of the annual financial statements for the year ended 31st March 2025, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; That the Directors have prepared the annual accounts on a going concern basis; That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

16. Committees of the Board

The Company has the following Committees of Directors as constituted by the Board:

i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee iv. Corporate Social Responsibility Committee v. Share Transfer Committee

Audit Committee

As on 31st March 2025, the Audit Committee of the Board consists of three Non-executive Directors out of which two are independent. Two-thirds of the members of the Audit Committee are Independent Directors and all the members of the Audit Committee have accounting or financial Management expertise.

The Company Secretary acts as the Secretary to the Committee.

During the financial year ended 31st March 2025, the Audit Committee met four times viz. 26th April 2024, 20th July 2024, 16th October 2024 and 22nd January 2025.

The composition and the attendance of the members at the meetings held during the financial year 2024-25 are as under:

Sl. No. Name of Member	Position	Category	No. of meetings held	No. of meetings attended
1. Mr. Phoolchand Sharma	Chairman	Independent Director	4	=RIGHT>4
2. Mr. Sivaraman Narayana Das	Member	Independent Director	4	4
3. Mr. Vineet Agarwal	Member	Non-Executive, Director	4	4

Terms of Reference

The terms of reference of the Committee are in line with the Companies Act 2013 and amended from time to time.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee (“NRC”) comprises of three members, of which two are Independent Directors.

During the year under review, the Nomination and Remuneration Committee met 2 (two) times i.e. 26th April 2024 and 22nd January 2025. The composition and the attendance of the members at the meetings held during the financial year 2024-25 as under:

Sl. No. Name of Member	Position	Category	No. of meetings held	No. of meetings attended
1 Mr. Phoolchand Sharma	Chairman	Independent Director	2	2
2. Mr. Sivaraman Narayana Das	Member	Independent Director	2	2
3 Mr. Vineet Agarwal	Member	Non-Executive, Promoter Director	2	2

Terms of Reference

The broad terms of reference of the Nomination and Remuneration Committee are in line with the Companies Act, 2013 as amended from time to time.

Remuneration of Directors and Employees

Mr. Naresh Kumar Baranwal ceased to be a Whole-Time Director with effect from 16th October 2024 and continued as a Non-Executive Director thereafter. Remuneration paid to him pertains to the period during which he served as Whole-Time Director. Further, Ms. Saloni resigned from the post of Company Secretary with effect from 12th March 2025, and the remuneration disclosed in the financial statements relates to the period of her service.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Any member interested in obtaining such information may write to the Company Secretary or e-mail at secretarial@tcidevelopers.com

Stakeholders Relationship Committee

The Company has constituted Stakeholders Relationship Committee in line with the Companies Act, 2013. Details of Investor Complaints received and redressed during the year 2024-25 are as follows:

Opening balance	Received during the year	Resolved during the year	Closing Balance
NIL	NIL	NIL	NIL

No complaint was pending as on 31 March 2025.

During the year under review, the Stakeholders Relationship Committee met once, i.e. on 20th July 2024. The composition and the attendance of the members at the meetings held during the financial year 2024-25 are as under:

Sl. No. Name of Member	Position	Category	No. of meetings held	No. of meetings attended
1 Mr. Sivaraman Narayana Das	Chairman	Independent Director	1	1
2 Mr. Vineet Agarwal	Member	Non-Executive Director	1	1
3 Mr. Chander Agarwal	Member	Non-Executive Director	1	1

Terms of Reference

The terms of reference of the Stakeholders Relationship Committee are in conformity with the requirements of the Act.

Corporate Social Responsibility (CSR) Committee

During the year, CSR expenditure was not applicable to the Company.

Share Transfer Committee

The Share Transfer Committee is constituted to look into share transfer/transmission and related requests received from shareholders.

The Committee looks into the process of share transfers, grievances of security holders, if any, and reviews the working of Companys Registrar & Share Transfer Agent.

Terms of Reference

The terms of reference of the Share Transfer Committee are in conformity with the requirements of Act.

17. Nomination & Remuneration Policy

Your Company has a well-structured Remuneration Policy in relation to the appointment, remuneration, training programme, evaluation mechanism, positive attributes and independence of its Directors, KMPs and Senior Management of your Company as required under Section 178 of the Companies Act, 2013 and rules made thereunder.

18. Particulars of Contract or Arrangements with Related Parties

All contacts/arrangements/transactions entered by the Company with its Related Parties are pre-approved by the Audit Committee. All Related Parties Transactions are placed before the Audit Committee for review on a quarterly basis.

All related party contracts/arrangements/transactions as specified under Section 188 (1) of the Act, entered during the financial year 2024-25, were in the ordinary course of the business of the Company and were on arms length basis.

The Companys policy on Related party transactions and the same is available on https://tcidevelopers.com/policies/Related%20Party%20Transaction%20Policy.pdf

19. Vigil Mechanism/ Whistle Blower Policy

The Company has an Ethics and Whistle Blower Policy and has established a vigil mechanism for directors and employees to report concern about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct and ethics. No person has been denied direct access to the Chairman of the Audit Committee in exception cases. The policy is put up on the Companys website.

20. Internal Audit

During the year, Internal Audit was not applicable to the Company.

21. Cost records & Audit

Maintenance of cost records & requirement of cost audit as prescribed under the provision of section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

22. Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

23. Internal Financial Control and their adequacy

The Company has in place adequate internal financial controls which were duly tested during the year. It was observed that such controls were operating effectively without any material reportable weakness.

24. Risk Management Policy

Your Company has a well-defined risk management structure which establishes a disciplined approach to Risk Management. The risks existing in the internal and external environment are periodically identified and reviewed, based on which, the cost of treating risks is assessed and risk treatment plans are devised.

25. Web link of Annual Return, if any

The Company is having website i.e. https://tcidevelopers.com/ and annual return of Company has been published on such website. Link of the same is given below: https://tcidevelopers.com/annual-report.html

26. Statutory Auditors

The Members in their 14th Annual General meeting had reappointed M/s. Luharuka & Associates, Chartered Accountants, (Firm Registration No. 001882S) as Statutory Auditors of the Company to hold office for a period of up to 5 (Five) years i.e. till the conclusion of the 19th AGM of the Company to be held in the Financial Year 2027.

The Statutory Auditors have issued their report on the financial statements for the financial year ended March 31, 2025, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

27. Secretarial Auditors

During the year under review, the Company does not fall in the criteria laid down under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time. Hence, the Company has not obtained a certificate on Secretarial Audit.

28. Compliance with the Maternity Benefit Act, 1961

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, notified by Ministry of Corporate Affairs (MCA) via notification G.S.R. 456(E) effective from 14th July, 2025, the Board confirms that the Company has complied with the provisions of the Maternity Benefit Act, 1961. All eligible Women employees have been provided the prescribed benefits under the Act, and the Company remains committed to maintaining a safe and inclusive workplace for all employees.

29. Particulars of Loans, Guarantees and Investments

The information pertaining to the loans/guarantees given, investments made, and securities provided under section 186 of the Companies Act, 2013 along with their purpose and utilization by the recipient are provided in the notes to standalone financial statement.

30. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A. Conservation of Energy:

i) The steps taken or impact on conservation of energy;	Efforts are ongoing to improve energy efficiency through optimization of processes and equipment usage.
ii) The steps taken by the Company for utilizing alternate sources of energy	The Company continues to explore opportunities for use of renewable and alternate sources of energy, depending on feasibility and operational requirements.
iii) the capital investment on energy conservation equipments	No major capital investment has been made during the year under review specifically for energy conservation equipment.

B. Technology Absorption

i) The efforts towards technology absorption	The Company has adopted smart sync systems and energy-efficient technologies to enhance operational efficiency. Continuous training programs are conducted to keep staff updated with the latest technological advancements relevant to the business.
ii) The benefits derived like product improvement, cost reduction, product development or import substitution;	These initiatives have contributed to reduced energy costs, lower carbon footprint, improved operational efficiency, and enhanced workplace conditions.
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Not Applicable.
a) The details of technology imported
b) The year of import
c) Whether the technology has been fully absorbed
d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
iv) The expenditure incurred on research and Development	Not Applicable. However, the Company remains abreast of technological developments in its field and imparts necessary training to relevant personnel to ensure smooth adoption and usage of updated technologies.

C. Foreign Exchange Earning and Outgo

Earnings	NIL
Outgo	NIL

31. Human Resources

Your Company has strongly committed and dedicated workforce, which is key to its sustained success. The Company believes in the strength of its most important asset, i.e. Human Resources, and realizes that the motivation, sense of ownership and satisfaction of its people are the most important drivers for its continued growth.

32. Prevention of sexual Harassment at Workplace

Your Company has in place a formal policy for prevention of sexual harassment of its women employees in line with “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”.

The Company has constituted an Internal Complaints Committee as required under the provisions of the Act. During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further, during the financial year 2024-25, the Company reports that:

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

33. Material Changes and Commitments

No material changes and commitments affecting the financial position of the Company have been made between the end of financial year of the Company and the date of the Board Report.

34. Other Disclosures

a. Proceeding under Insolvency and Bankruptcy

No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (“the IBC, 2016”), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

b. Valuation at the time of one-time settlement and while taking loan from the Banks or Financial Institutions

During the year under review, the Company has not entered in any one-time settlement with any of the Banks/ Financial Institutions and therefore, the relevant disclosures are not applicable to the Company

c. Change in the nature of business

During the period under review, there has been no change in the nature of the business of the Company.

d. Acknowledgement

The Board of Directors of your company wish to express their deep gratitude towards the valuable cooperation and support received from the various Ministries and Departments of Government of India, various State Governments, the Banks/Financial Institutions and other stakeholders such as shareholders, customers and suppliers, vendors etc.

Further, the Board places its special appreciation for the co-operation and continued support extended by employees of the Company at all levels whose enthusiasm drives the Company to grow and excel.