TCPL Packaging Ltd Directors Report

To,

The Members,

Your directors present this integrated Annual Report along with the Audited Financial Statements for the Financial Year ended on

March 31, 2026.

FINANCIAL RESULTS

Your Companys performance during the Financial Year 2025-26 is summarized below:

( Lakhs)

Particulars	Standalone		Consolidated
	Year 2025-26	Year 2024-25	Year 2025-26	Year 2024-25
Revenue from Operations	173614. 85	169638. 18	181021. 64	177025. 55
% Increase over previous year	2. 34	15. 95	2. 26	17. 02
Other Income	2729. 16	1544. 85	2537. 77	1433. 01
Total Revenue	176344. 01	171183. 03	183559. 41	178458. 56
EBIDTA	31087. 42	30182. 44	31773. 62	30743. 24
EBIDTA % of Revenue from operations	17. 63	17. 63	17. 31	17. 23
From which have been deducted:
Interest/ Finance Charges	7696. 10	5637. 96	7935. 21	5826. 35
Leaving a cash profit of	23391. 32	24544. 48	23838. 41	24916. 89
Depreciation	7957. 00	7277. 20	8325. 22	7549. 36
Profit Before Tax and Exceptional Item	15434. 32	17267. 28	15513. 19	17367. 53
Exceptional Item	(1352.39)	-	(1379.19)	-
Profit Before Tax	14081. 93	17267. 28	14134. 00	17367. 53
Provision for Tax	3700. 00	4400. 00	3700. 50	4400. 00
Current tax of earlier years	(228. 70)	(411. 00)	(228. 70)	(411. 00)
Provision for Deferred Taxation	892. 37	(848. 37)	882. 56	(922. 61)
Profit After Tax	9718. 26	14126. 65	9779. 64	14301. 14
Other Comprehensive Income/ (Loss)	(34. 97)	(133. 27)	317. 67	(105. 53)
Leaving balance	9683. 29	13993. 38	10097. 31	14195. 61

DIVIDEND

As per the Dividend Policy of your Company, your directors are pleased to recommend a dividend of 25.00 per equity share as against a dividend of 30.00 per equity share for the previous year. This year marks the twenty sixth year of continuous dividend payout for the Company. The pay-out on account of dividend amounts to 2275.00 lakhs, and this corresponds to 23.41% of the standalone profit.

Dividend, if approved by the Members in the ensuing Annual General Meeting, would be subject to deduction of tax at source as per provisions of Income Tax Act, 1961, as applicable.

The Board of Directors of your Company has approved and adopted the dividend distribution policy of the Company and dividend declared/recommended are in accordance with the said

Policy. In terms of the policy, equity shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend. The policy also enumerates that the Company would endeavour to maintain a total dividend pay-out ratio around 20% of the standalone Profits after Tax (PAT) of the Company in any Financial Year.

The dividend distribution policy is available on the weblink: https://www.tcpl.in/wp-content/uploads/2025/07/Dividend-Distribution-Policy.pdf

WORKING REVIEW

Despite a challenging operating environment marked by geopolitical tensions in Q4, the company has maintained resilience through increase in domestic market share and strict cost management. Increasing competition in the Gulf region and a reduction in the requirement of materials as a consequence of troubled political and currency markets, regional tensions, and above all the closure of the Strait of Hormuz and with its resultant high freight costs impacted our business, resulting in lower export step forward sales to that region. However, your company has increased its exports to other parts of the World to soften the lower offtake in the Gulf region andthisdiversifiedgeographical spread augurs well for the future.

Overall, the Company has improved its topline resulting in an increase of 2.26% year-over-year growth in consolidated sales, achieving revenue from operations of 1810.22 Crores. The standalone revenues increased by 2.34% compared to the previous year, achieving revenue from operations of 1736.15 Crores. During the year under review the Company achieved EBIDTA of 317.74 crores (17.31%) on a consolidated basis, and 310.87 crores (i.e. 17.63%) on standalone basis, as compared to 307.43 crores (17.23%) and 301.82 crores (17.63%) respectively in the previous year.

The company also had to recognize higher employee benefit obligations arising from implementation of the new labour codes introduced during the last financial year amounting to 13.52 crores. This change in policy, has necessitated higher statutory contributions / provisions, leading to additional pressure on operating margins and impacting profitability. Resultantly the profit before tax during the financial year is 141.34 crores against 173.68 crores on consolidated basis and 140.82 crores against 172.67 crores on standalone basis.

SUBSIDIARY COMPANIES

CREATIVE OFFSET PRINTERS PRIVATE LIMITED (COPPL)

During the year under review, COPPL achieved significant growth in its revenues. COPPL is well positioned to drive domestic volume and leverage emerging export demand. Furthermore, COPPLs reputation for high-quality rigid boxes continues to attract prestigious customers across diverse industries.

The Company during the year under review increased its investment in COPPL by subscribing to 85,036 equity shares offered on a rights basis for consideration of 4.80 crore. As on 31 March 2026, the Company holds 10,52,945 equity shares in COPPL. As on 31 March 2026, the Company holds 100% shareholding.

COPPL is continuously engaging in capex in order to enhance the range of high quality rigid box and gift packaging products it can cater to, expanding beyond just the smartphone and electronics industries to better cater to the premium gifting, cosmetics, perfumes and liquor industries.

ACCURA TECHNIK PRIVATE LIMITED (ATPL)

ATPL inaugurated a new, advanced gravure cylinder manufacturing facility in Silvassa on November, 2025. With a 1,000-cylinder monthly capacity, the plant is now fully operational, marking in production journey. Furthermore, asignificant

Management remains optimistic about the ample opportunities available in this segment and is focused on leveraging its technical capabilities to drive sustainable growth in the coming financial year.

The Company during the year under review acquired 25,00,000 equity shares of ATPL for consideration of 2.50 crore. As on 31 March 2026, the Company holds 100% shareholding.

TCPL MIDDLE EAST FZE (TME)

During the year under review, TME experienced a decline in both sales and net profit. The drop in revenue was primarily driven by reduced demand for packaging materials from customers, exacerbated by ongoing geopolitical instability and conflicts in the Middle East. Operationally, TME increased its efficiency; however, overall net profit was impacted by lease liability adjustments and associated right-of-use asset depreciation

While regional challenges continue to affect turnover, TME maintains a positive outlook with a strong focus on its core trading activities. The management team remains highly vigilant regarding regional developments that could alter supply chain dynamics, commodity pricing, or logistics routes.

FUTURE OUTLOOK

The outlook for the packaging industry remains positive, supported by Indias resilient consumption environment, rising demand from organised end-user industries, growing preference for premium and sustainable packaging, and increasing focus on brand differentiation through innovative and high-quality packaging solutions.

TCPL is well positioned to benefit from these long-term industry trends, supported by its leadership position in paperboard packaging,diversified base, pan-India manufacturing footprint, strong balance sheet, and continued investments in manufacturing and product development capabilities. The paperboard packaging business is expected to continue contributing meaningfully to the Companys overall growth, supported by TCPLs scale, execution capabilities, and longstanding customer relationships.

The flexible packaging business also offersmeaningful growth potential, with TCPL focusing on value-added and sustainable packaging solutions. The Companys technical capabilities, customer-specific product development approach, and investments in advanced manufacturing provide a strong platform to address evolving requirements in this segment. High-barrier, recyclable mono-polymer PE pouch solutions, supported by in-house polyethylene film capabilities, represent an important of innovation and are expected to strengthen TCPLs positioning in sustainable flexible packaging.

TCPL will continue to focus on capacity utilisation, operational efficiencies, customer engagement, product innovation, and sustainability-led initiatives, while pursuing new growth opportunities across its businesses. Export markets also represent important opportunities over the medium to long term, supported by global supply chain diversification,favourable trade arrangements including Free Trade Agreements, and rising demand for reliable packaging partners. With its integrated capabilities, expanding product portfolio, strong financial position, and disciplined approach to growth, TCPL remains confidentof in Section strengthening its competitive position and delivering sustainable, profitable growth over the long term.

TCPL has commenced commercial production at a new greenfield packaging plant in Chennai which has opened doors to the South Indian market besides also will be a hub for exports in the future. The cylinder manufacturing plant setup up by Accura Technik also gives a lot of strategic value to our existing gravure printing business and augurs well for the future, as it increases reliability and quality which is appreciated by customers.

DIRECTORS

After nearly four decades of exceptional leadership and vision,

Mr. K K Kanoria decided to step down as Executive Chairman effective February 9, 2026, due to his advancing age. The Board expressed its sincere gratitude for his remarkable guidance and, in recognition of his pivotal role in establishing the company as a leader in the packaging industry, appointed him as Chairman Emeritus on an honourary basis. In view of the above, Mr. Saket Kanoria, has been appointed as Chairman of the company besides also functioning as the Managing Director by the Board of Directors, on the recommendation of Nomination and Remuneration Committee, with effect from February 10, 2026. There is no change in his remuneration, tenure, or other terms and conditions of appointment as Managing Director, except for the change in designation and additional responsibilities as Chairman.

In accordance with the provisions of Section 152 of the

Companies Act, 2013 and the Companys Articles of Association, Mr. Saket Kanoria and Mr. Akshay Kanoria, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Board, re-appointed Mr. S G Nanavati, as Executive Director and Mr. Vidur Kanoria as Executive Director for term of three years, pursuant to expiry of their term of appointment.

The above re-appointments and their terms are as recommended by the Nomination and Remuneration Committee, subject to approval of members of the Company at the ensuing

Annual General Meeting of the Company. The information of

Mr. Saket Kanoria, Mr. Akshay Kanoria, Mr. S G Nanavati and Mr. Vidur Kanoria as required under Regulation 36(3) of SEBI

(Listing Obligations and Disclosure Requirements), Regulations

2015 (herein after referred to as Listing Regulations) are provided in annexure to the Notice.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under

Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) of the Listing Regulations and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors fulfil the conditions of independencespecified of the Act and Regulation

16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

DIRECTORS RESPONSIBILITY

STATEMENT

Pursuant to the requirement under section 134(3)(c) of the

Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed:-

(a) In the preparation of the annual financial statement for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

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

Company for that year.

(c) The directors have taken proper and sufficient maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The directors have prepared the annual accounts on a going concern basis.

(e) The directors have laid down internal financialcontrols to be followed by the Company and that such internal controls are adequate and were operating effectively and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

KEY MANAGERIAL PERSONNEL

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

Sr.No Name of the Person	Designation
1. Mr. Saket Kanoria	Chairman and Managing Director
2. Mr. Akshay Kanoria	Executive Director
3. Mr. Vidur Kanoria	Executive Director
4. Mr. S. G. Nanavati	Executive Director
5. Mr. Jitendra Jain	Chief Financial Officer
6. Mr. Harish Anchan	Company Secretary

NUMBER OF BOARD MEETINGS

During the year under review 5 (five) meetings of the Board of Directors of the Company were held on May 6, 2025, May 30, 2025, July 31, 2025, November 14, 2025, and February 9, 2026.

The details of the number of meetings of the Board held during the Financial Year 2025-26 and the attendance therein form part of the Report on Corporate Governance. In view of directive issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, measures were taken to ensure security of information and confidentiality ensuring convenience of the Board members, in respect of virtually convened Meetings. The Company Secretary and the Chairman of the meeting(s) ensured that all the applicable provisions related to the holding of meetings through video conferencing were complied with for such virtual meetings. During the year under review, the

Board accepted all recommendations made to it by its various Committees.

CONSOLIDATED FINANCIAL STATEMENTS

The Board has reviewed the affairs of its subsidiaries. The Company does not have any associate or joint venture companies as on March

31, 2026. The Company entered into a Share Purchase Agreement dated March 9, 2026 for subscribing to 26% of the equity share capital of Clean Max Hana Private Limited. The separate audited financial statements of each of the subsidiaries are available on the Companys website at www.tcpl.in. The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is attached to the financial statements of

Company.

financial CORPORATE GOVERNANCE

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

Corporate Governance as stipulated in Listing Regulations is given as an annexure to this effect.

AUDIT COMMITTEE

Pursuant to the provisions of Section 177 (8) of the Companies

Act, 2013, the composition of the Audit Committee is as under:

Sr.No Name	Designation
1. Mr. Sanjiv Anand	Chairman \u2013 Independent Director
2. Mr. Tarang Jain	Member \u2013 Independent Director
3. Mr. Aniket Talati	Member \u2013 Independent Director

During the year 4 (four) Audit Committee Meetings were held on May 30, 2025, July 31, 2025, November 14, 2025, and February 09, 2026.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of Section 178(5) of the Companies

Act, 2013, the composition of the Stakeholders Relationship of process, and at the same time,

Committee is as under:

Sr.No Name	Designation
1. Mrs. Deepa Harris	Chairperson\u2013 Independent Director
2. Mr. Tarang Jain	Member \u2013 Independent Director
3. Mr. Ashish Razdan	Member \u2013 Independent Director

During the year four meetings of the Stakeholders Relationship

Committee were held on May 30, 2025, July 31, 2025, November 14, 2025, and February 09, 2026.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178(1) of the Companies

Act, 2013, the composition of the Nomination and Remuneration

Committee is as under:

Sr.No Name	Designation
1. Mr. Sanjiv Anand	Chairman \u2013 Independent Director
2. Mr. Tarang Jain	Member \u2013 Independent Director
3. Mrs. Deepa Harris	Member \u2013 Independent Director

During the financial year the Nomination and Remuneration Committee was held on May 30, 2025.

CORPORATE SOCIAL RESPONSIBILITY

(CSR) COMMITTEE

A policy on the CSR formulated by the CSR Committee is available at the website of the Company www.tcpl.in. The Company has spent adequately the amount required to be spent on CSR activities during the financial year. The required details of expenditure incurred under CSR Programs in the prescribed format is annexed to the Directors Report. The meeting of CSR Committee was held on May 27, 2025.

The CSR Committee of the Company, during the year under review was as under:

Sr.No Name	Designation
1. Mrs. Deepa Harris	Chairperson\u2013 Independent Director
2. Mr. Saket Kanoria	Member \u2013 Chairman and Managing Director
3. Mr. Rishav Kanoria	Member \u2013 Non-Executive Director
4. Mrs. Kahini Kanoria	Invitee

RISK MANAGEMENT COMMITTEE

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

Sr.No Name	Designation
1. Dr. Andreas Blaschke	Chairman \u2013 Independent Director
2. Mr. Ashish Razdan	Member-Independent Director
3. Mr. Saket Kanoria	Member \u2013 Chairman and Managing Director
4. Mr. Rishav Kanoria	Member \u2013Director

During the financial year under review the Meeting of Risk

Management Committee was held on May 29, 2025, and December 22, 2025. The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification management in compliance with the provisions of the Companies

Act, 2013 and the Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES

OR INVESTMENTS

During the year under review the Company has not given any loans. However, the Company has given corporate guarantees towards borrowings made from Bank by Creative Offset Private Limited, the Wholly Owned Subsidiary Company.

During the year under review the Company also acquired

85,036 equity shares for consideration of 4.08 crores and 25,00,000 equity shares of ATPL at consideration of 2.5 crores. Details of Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

RELATED PARTY TRANSCTIONS

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance.

The performance evaluation of the Independent Directors was completed during the year under review. The performance evaluation of the Chairman and the Non- Independent Directors were carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process. The separate meeting of Independent

Directors was held on May 30, 2025.

The determined criteria for performance evaluation were as follows:

i. Attendance.

Printers ii. Willingness to spend time and effort to know more about the

Company and its business.

iii. Contribution towards business development, management of affairs of Company, corporate governance.

iv. Contribution to developments of various Policies such as

Remuneration Policy, Boards Diversity Policy, Related Party

Transaction Policy & Vigil Mechanism Policy

v. Sharing knowledge and experience for the benefit of the

Company.

vi. Following up matters whenever they have expressed their opinion.

vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in industry and market conditions.

viii. Achievement of business plans, labour relations, litigation, attrition level of employees, compensation policy, vigil mechanism, establishment and implementation of internal control system etc.

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

EMPLOYEES STOCK OPTIONS (ESOPs)

The Members of the Company had passed resolutions at the 34th Annual General Meeting held on 10th August 2022 and approved the TCPL Packaging Employee Stock Option Plan 2022 (TCPL-ESOP 2022/ Plan) and also approved the resolution to acquire equity shares by way of secondary acquisition through

Trust, to or for the benefit of Eligible Employees under TCPL-ESOP 2022, not exceeding, at any time, 3% of the paid-up equity share capital of the Company, in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the Committee. Pursuant to the applicable provisions of the Act and the Securities and Exchange Board of India (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021 read with erstwhile regulation, the Company has set up a TCPL ESOP Trust

(Trust) for implementation of the said Scheme.

The Trust acquires shares and holds them for the benefit the employees and issues them to eligible employees as per the recommendations of the Nomination and Remuneration

Committee. During the financial year 2022-23, the Nomination and Remuneration Committee granted 13,306 Stock Options in

First Tranche to eligible employees. The Options granted under

TCPL ESOP 2022 vests in 4 instalments on the expiry of 12 months, 24 months, 36 months and 48 months from the date of grant. The options may be exercised on any day over a period of four years from the date of vesting. The Nomination and Remuneration

Committee, at its meeting held on March 27, 2025, granted 11321 stock options in Second Tranche to the eligible employees of the

Company, subsidiary company and group company at the same exercise price of 1623.80 per option. The Options granted under second tranche will be vested in 3 instalments on the expiry of 24 months, 36 months and 48 months from the date of grant. The options can be exercised on any day over a period of three years from the date of vesting.

Please refer note no. 48 of Notes forming part of Standalone Financial Statements for further disclosures on ESOPs. Your

Company hasreceivedthecertificatefrom the Secretarial Auditor of the Company certifying that the ESOP scheme is implemented in accordance with the Securities and Exchange Board of India

(Share Based Employee Benefits and Sweat Equity) Regulations,

2021 and is in accordance with the resolution passed by the members of the Company.Thecertificatewould be placed at the

Annual General Meeting for inspection by members.

The applicable disclosures as stipulated under Securities and

Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31,2026 with regard to the TCPL-ESOP 2022 are provided as Annexure to this Report and is also available on the Companys website viz., www.tcpl.in.

Annexure

Disclosure pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended March 31, 2026.

A) Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section

133 of the Companies Act, 2013 (18 of 2013) including the

Guidance note on accounting for employee share-based payments issued by ICAI or any other relevant accounting standards in that regard from time to time are disclosed in Note no. 48 of Notes forming part of the Standalone Financial Statements.

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

C) Description of TCPL ESOP 2022

(i) Description of each ESOP that existed at any time during the year
Date of Shareholders\u2019 approval	August 10, 2022.
Total number of options approved under TCPL ESOP \u2013 2022	2,73,000 employee stock options or up to 3% of the paid-up equity share capital of the Company, whichever is higher
	The Options granted to any Employee shall vest within the vesting period in the manner as set forth in the grant letter subject to maximum period of 4 years from the date of grant. There shall be a minimum period of one year between the grant of options and vesting of options subject to terms TCPL ESOP - 2022 in respect of option granted under First Tranche.
Vesting requirements
Exercise price or pricing formula	In respect of options granted under Second Tranche, the minimum vesting period is two years from the grant date. The Board of Directors carefully reviewed and noted that revision in the scheme i.e. change in exercise price, vesting period and extending the scheme to the employees of group companies granted under Second Tranche. Exercise price for options granted is 1623.80
Maximum term of options granted	4 years from the respective date of option granted
Source of shares (primary, secondary or combination)	Secondary Market
Variation in terms of options	None
(ii) Method used to account for ESOS	Fair Value Method for valuation of the Options as prescribed under Ind AS 102.
(iii) Difference between intrinsic value and fair value cost, and impact on profits and EPS	Not applicable, as the fair value method has been adopted for accounting ESOP expenses.
(iv) Option movement during the year
Number of options outstanding at the beginning of the period	21110 options were outstanding at the beginning of the period out of First Tranche
Number of options granted during the year	Nil
Number of options forfeited / lapsed during the year	Nil
Number of options vested during the year	3470 options were vested out of First Tranche
Number of options exercised during the year	1235 options are exercised during the year out of First Tranche
Number of shares arising as a result of exercise of options	1235 shares are debited from Trust account and credited to the respective demat account of employees
Money realized by exercise of options (INR), if scheme is implemented directly by the company	The scheme is implemented by TCPL ESOP Trust and an amount of 20.05 lakhs was realized by exercise of options.
Loan repaid by the Trust during the year from exercise price received	33.00 lakhs
Number of options outstanding at the end of the year	19875 options
Number of options exercisable at the end of the year	5093 options are exercisable at the end of year
	Weighted average exercise price: 1,623.80
	The exercise price equals the fair value of the share on the grant date. The fair values of option are as below, with the vesting date shown in brackets:
(v) Weighted-average exercise price and weighted-average fair value of options	First Tranche	Second Tranche
	454.20 (December 6, 2023)	3061.02 (March 28, 2027)
	612.90 (December 6, 2024)	3154.78 (March 28, 2028)
	733.00 (December 6, 2025)	3240.87 (March 28, 2029)
	829.30 (December 6, 2026)

(vi) Employee-wise details of options granted during the year ended March 31, 2026

1. Senior Management Personnel

Name of Employee	No. of Options
i. Mr. S G Nanavati \u2014 Executive Director (Key Managerial Personnel)	Nil
ii. Mr. Jitendra Jain Chief Financial Officer (Key Managerial Personnel)	Nil
iii. Mr. Harish Anchan \u2014 Company Secretary (Key Managerial Personnel)	Nil
2. Employees who were granted, during any one year, Options amounting to 5% or more of the Options granted during the year	None
3. Identifiedemployees who were granted Option, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grants	None

(vii) A description of the methodandsignificantassumptions used during the year to estimate the fair value of options including the following information:

The Securities Exchange Board of India (SEBI) has prescribed two methods to account for employee stock options viz.

1. the intrinsic value method, and

2. the fair value method.

The company adopts the fair value method to account for the stock options it grants to the employees. Intrinsic value is the amount, by which the quoted closing market price of the underlying shares as on the date of grant exceeds the exercise price of the option. The fair value of the option is estimated on the date of grant using Black Scholes options pricing model with assumptions as below:

a) the weighted-average values of share price,	1,623.80
exercise price,	1,623.80
expected volatility,	47% p.a.
expected option life,	2.25 \u2013 4.26 years
expected dividends,	0.49% p.a.
the risk-free interest rate and any other inputs to the model;	6.18% p.a.
b) the method used and the assumptions made to incorporate the effects of expectedThe fair value method is used to evaluate the early exercise; cost. Early exercise is not allowed.
c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and		The expected volatility is based on historical movement of the company\u2019s share prices for 3 years before the grant date.
d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition.		The market condition has been incorporated using the Black-Scholes option pricing formula.

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

	in lakhs
Net Profit / (Loss)	9718.26
Add / (Less): Stock based employee compensation (intrinsic value)	-
Add / (Less): Stock based compensation expenses determined under fair value method for the grants issued	(188.93)
Net Profit / (Loss) (proforma)	9529.33
Basic earnings per share (as reported)	106.79
Basic earnings per share (proforma)	104.72
Diluted earnings per share (as reported)	106.79
Diluted earnings per share (proforma)	104.72

Details related to ESPS	Not applicable
Details related to SAR	Not applicable
Details related to GEBS/ RBS	Not applicable

Details of the Companys Employees Welfare Trust:

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

Name of the Trust	TCPL ESOP Trust
Details of the Trustee(s)	Mr. Manoj Kumar
	Mr. Vivek Dave
	Mr. Amit Kar
Amount of loan/advance disbursed by Company / any Company in the group, during the year	2.63 Cr
Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year	2.03 Cr.
Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee	NIL
Any other contribution made to the Trust during the year	NIL

ii. Brief details of transactions in shares by the Trust

Number of shares held at the beginning of 20330 the year

Number of shares acquired during the year through secondary acquisition, also as a percentage of paid up equity capital as at the end of the previous financial year, along with information on weighted average cost of acquisition per share	NIL
Number of shares transferred to the employees / sold along with the purpose thereof	1235
Number of shares held at the end of the year	19095 Equity Shares

iii. In case of secondary acquisition of shares by the Trust

Number of shares	As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholders approval was obtained
Held at the beginning of the year	20330
Acquired during the year	Nil
Sold during the year	NIL
Transferred to the employees during the year	1235
Held at the end of the year	19095

POLICY FOR SELECTION, APPOINTMENT

AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a Nomination & Remuneration Policy which inter-alia includes Companys policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Policy broadly lays down the guiding principles, philosophy, and basis for payment of remuneration to Executive and Non-executive Directors, key managerial personnel, senior management and other employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company www.tcpl.in.

VIGIL MECHANISM/WHISTLE BLOWER

POLICY

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any. The Vigil Mechanism

Policy inter alia provides a direct access to the Complainant to the Chairman of the Audit Committee of the Company. The Vigil Mechanism Policy of the Company is also posted on the Companys website www.tcpl.in.

RISK MANAGEMENT

The Company, being a manufacturer of packaging materials, is always exposed to the general risks such as government regulations and policies, statutory compliances and economy related risks as well as market related risks. The Company from time to time identifies such risks and has put in its place appropriate measures for mitigating such risks. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Risk Management Committee reviews the significant risks and decisions that could have a material impact on the Company. These reviews consider the level of risk that the Company is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place of mitigating the risk exposure.The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

PREVENTION OF INSIDER TRADING

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

BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT

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

SEXUAL HARASSMENT POLICY

The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees

(permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2025-26:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

ANNUAL RETURN

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

MATERIAL CHANGES / SIGNIFICANT

REGULATORY OR COURT ORDERS

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this on the date of this Annual Report. During the financial year, there was no amount proposed to be transferred to Reserves. There arenosignificant orders passed by the regulators or

Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future during the financial year.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY THE STATUTORY

AUDITORS AND THE SECRETARIAL AUDITORS

There are no qualifications, reservations, adverse remarks, and disclaimers of the Secretarial Auditor on compliances or of the Statutory Auditors in their report on Financial Statements for the Financial Year 2025-26. The Secretarial Audit Report for Financial year 2025-26 forms part of Annual Report as Annexure to the Boards Report.

PUBLIC DEPOSITS

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

Rules made thereunder.

SHARE CAPITAL

The authorised share capital of the Company is 24.00 crores divided into 2,40,00,000 equity shares of 10/- each and the paid-up equity share capital is 9.10 crores comprising of 91,00,000 equity shares of 10 each fully paid up. There was no change in the paid-up share capital during the year under review. The Company does not have any outstanding paid-up preference share capital as on the date of this Report. During the year under review, the Company has not issuedanyshareswithdifferential voting rights or sweat equity or warrants.

INTEGRATED REPORT

The Company has provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Companys long-term perspective. The

Report also touches upon aspects such as organizations strategy, governance framework, performance and prospects of value creation based on the five forms of capital viz. financial human capital, social capital and natural capital.

FINANCE AND ACCOUNTS

As mandated by the Ministry of CorporateAffairs,the financial statements for the year ended on March 31, 2026 has been prepared in accordance with the Indian Accounting Standards

(Ind AS) notified under Section 133 of the Companies Act, 2013

(hereinafter referred to as the Act) read with the Companies

(Accounts) Rules, 2014 as amended from time to time. Your

Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The

Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial results on an annual basis. There were no revisions made to the financial statements during the year under review.

The estimates and judgements relating to thefinancialstatements are made on a prudent basis, to reflect in a true and the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flowsfor the year ended March 31, 2026. The Notes to the Financial Statements form an integral part of this Report.

Disclosures of transactions of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company, in the format prescribed in the relevant accounting standards for annual results is detailed in the notes to accounts and not repeated here.

MANAGEMENT DISCUSSION AND

ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing

Regulations is provided in a separate section and forms an integral part of this Report.

PARTICULARS OF EMPLOYEES AND

RELATED DISCLOSURES

There are 2464 employees on the Companys payroll as of

March 31, 2026.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

None of the wholetime / executive directors and the managing director, draw any commission or remuneration from subsidiary company. Thereby, no disclosure is required under Section

197(14) of the Act.

Having regard to the provisions of the firstproviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

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

(KRAs) are in place for senior management staff. The Company has complied with the provisions of the Maternity Benefit Act,

1961

CONSERVATION OF ENERGY,

TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

Steps taken or impact on conservation of energy: The

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

Chennai and Guwahati are as under:

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

2. Installation of Energy efficient plants.

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

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

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

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

These measures have led to power saving, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity.

Your directors are considering investing in creating more such capacities in the current year.

B. Technology Absorption

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earned	528.97 crores
Foreign Exchange Outgo	148.53 crores

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information. The internal financial controls with reference to the Financial

Statements are adequate in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are fans in humidification authorized, recorded, and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the

Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Statutory Auditors and the Internal Auditors are invited to attend the Audit Committee Meetings and present their observations on adequacy of internal financial controls and the steps required to bridge gaps, if any. There are no observations of Statutory Auditors as well as Internal Auditors.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPCY CODE, 2016

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

Institutions along with the reasons thereof, is not applicable.

STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants, Firm Registration

No. 302049E were re-appointed as Statutory Auditors of the

Company for second term of

Annual General Meeting (AGM) of the Members held on August

10, 2022, until the conclusion of the 39th AGM of the Company.

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

SECRETARIAL AUDITOR

M/s VKM & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year 2025-26, as required under Section 204 of Companies Act, 2013 and rules made thereunder. The Secretarial

Audit Report for Financial year 2025-26 forms part of Annual Report as Annexure to the Boards Report.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company at www.tcpl.in.

The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2025-26, do not contain any qualification, reservation, or adverse remark. During the year under review, the Company has also complied with the Secretarial Standards as amended and applicable to the Company.

COST RECORDS AND AUDIT

Pursuant to provisions of Section 148 of the Act read with the

Companies (Audit and Auditors) Rules, 2014, as amended from time to time, your Company is required to maintain cost records.

Accordingly, the Company has prepared and maintained cost accounts and records for the Financial Year 2025-26, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014. consecutive years at the 34th

The Shareholders of the Company at the 37th Annual General

Meeting (AGM) held on July 31, 2025, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s Kewlani & Associates, Cost and Management

Accountants as the Cost Auditors of the Company for the Financial

Year 2026-27, for all the applicable products, pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.The members are requested to ratify the remuneration payable to the Cost

Auditors at the ensuing 38th Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014. The Cost Auditors Report do not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the Act.

ACKNOWLEDGMENT

Your directors take this opportunity to place on record their warm appreciation for the valuable contribution, untiring efforts and spirit of dedication demonstrated by the employees and officers at all levels, in the sure and steady progress of the Company. Your directors also wish to record their appreciation to all the lender for their continued support and timely assistance in providing working capital and long-term fund requirements.

For and on Behalf of the Board of Directors of
TCPL Packaging Limited

Saket Kanoria
Chairman and Managing Director
DIN:00040801

Place: Mumbai
Date: May 28, 2026