Toss The Coin Limited Directors Report

to the Shareholders

The Directors have pleasure in submitting the Fifth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1. Financial Summary or Highlights / Performance of the Company:

		(Rupees in Lakhs)
Particulars	For the year ended
	March 31, 2025	March 31, 2024
Total income	884.22	495.53
Less: Total expenditure	715.94	351.83
Less: Prior Period Item	–	(0.32)
Profit before tax	168.28	143.38
Current Tax	45.14	38.24
Deferred tax	(2.37)	(0.58)
Profit after tax	125.51	105.72

During the financial year (FY) 2024-2025, the company has achieved a total income of 884.22 lakhs as compared to 495.53 lakhs in the financial year 2023-2024. The profit before tax for 2024-2025 stood at 168.28 lakhs compared to 143.38 lakhs in the financial year 2023-2024. The profit after tax for 2024-2025 stood at 125.51 lakhs compared to 105.72 lakhs in the financial year 2023-2024.

2. Dividend and Reserves:

In terms of Regulation 43A of the Listing Regulations the Board of the Company has adopted a Dividend Distribution Policy, which can be accessed on the website of the Company www.tossthe.co.in/assets/investor/2.%20Policies/4.%20Dividend%20Distribution%20 Policy.pdf. During the financial year 2025–26, the Board of Directors, at its meeting held on May 30^th, 2025, approved the declaration of the first interim dividend of Rs. 0.50 per equity share of 10 each. Subsequently, at its meeting held on July 7^th, 2025, the

Board approved the declaration of the second interim dividend of Rs. 2.50 per equity share of 10 each. In view of the aforesaid interim dividends, the Board does not propose to recommend any final dividend for the year under review. The Company did not have any amounts due or outstanding as on the Balance Sheet date to be credited to the Investor Education and Protection Fund. The Board of Directors has not proposed any transfer to the General Reserve for the financial year ended 31^st March, 2025, and has recommended that the entire profits for the year be retained in the Profit and Loss Account.

3. Nature of Business & Change in Business:

The Company is carrying on the business as marketing consulting firm that offers go-to-market strategies to organizations of all sizes - from a startup to large corporations to equip them to go after their pursuits. There is no change in the nature of business during the year under review.

Conversion:

The Company was converted from a Private Limited Company to a Public Limited Company vide resolution passed at the Extraordinary General Meeting (EGM) held on 10.02.2024 and the same was approved by the Registrar of Companies, Chennai on 05.04.2024. Accordingly the name of the Company was changed from "Toss the Coin Private Limited" to "Toss the Coin Limited" and the CIN was changed from U72900TN2020PTC138199 to U72900TN2020PLC138199.

Listing:

The Equity Shares of Toss The Coin Limited (Scrip Code: 544303) were Listed under SME on the Bombay Stock Exchange with effect from 17^th December 2024. The Company had filed the Change Request Form with the Registrar of Companies for updating the CIN pursuant to listing and accordingly the CIN was updated from U72900TN2020PLC138199 to L72900TN2020PLC138199. The Company has paid the Listing Fees for the financial year 2025-26.

4. Material Changes and Commitments:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

5. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Companys Operations in future:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

6. Details of Subsidiary / Joint Ventures / Associate Companies and Performance thereof:

During the year under review, a) No significant or material orders were issued by regulators, courts, or tribunals against the Company that would affect its going concern status or future operations. b) The Company did not initiate any applications, nor did it have any pending proceedings under the Insolvency and Bankruptcy Code, 2016. c) The Company did not require valuation for one-time settlements or while obtaining loans from banks / financial institutions at any point during the period under review.

7. Deposits:

The Company has not accepted nor renewed any deposits falling within the purview of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under the review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits covered under chapter V is not required to be given.

8. Auditors and their Reports: a) Statutory Auditors:

The shareholders at their Fourth Annual General Meeting dated 14.06.2024 had approved the appointment of M/s. CNGSN & Associates LLP., Chartered Accountants, Chennai, as the Statutory Auditors of the Company for a period of five years i.e, from the conclusion of the Fourth AGM till the conclusion of the Ninth AGM of the

Company to be held in the year 2029. The Statutory Auditors have confirmed their eligibility and qualification under Section 141 of the Companies Act, 2013 and rules framed there under for holding office as Statutory Auditors of the Company. The Auditors Report does not contain any qualification, reservation, or adverse remark on the Financial Statements for the Financial Year ended 31.03.2025. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Chetan Bafna and Co, Practicing Company Secretaries, were appointed as the Secretarial Auditors to conduct the Secretarial Audit for the year under review. The Secretarial Audit report pursuant to the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations for the year under review in prescribed Form MR – 3 is annexed to this Report as "Annexure – A".

The Secretarial Auditors Report does not contain any qualification, reservation, or adverse remarks for the Financial Year ended 31.03.2025. Further the Board of Directors at their meeting dated 25.04.2025 had appointed M/s. Chetan Bafna and Co, Practicing Company Secretaries, as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2025-26.

c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. Pranaav Jain & Associates, Chartered Accountants, were appointed as the Internal Auditors to conduct the audit for the year under review. The Internal Auditor of the Company reports functionally to the Audit Committee of the Company, which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function. The recommendations of the internal audit team on improvements required in the operating procedures and control systems are also presented to the Audit Committee, for the teams to use these tools to strengthen the operating procedures. Further the Board of Directors at their meeting dated 07.07.2025 had appointed M/s. Ashok Golechha & Co, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2025-26.

9. Share Capital:

The Authorised Share Capital of the Company was increased from Rs. 15,00,000/- (Rupees Fifteen Lakhs) to Rs. 3,00,00,000/- (Rupees Three Crores) by creation of 28,50,000 (Twenty Eight Lakhs Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each vide resolution passed at the Extraordinary General Meeting (EGM) held on 20.05.2024. Pursuant to a special resolution passed at the Annual General Meeting held on June 14^th, 2024, the Company issued 12,60,000 (Twelve Lakhs Sixty Thousand) bonus equity shares of Rs. 10 (Rupees Ten only) each to the existing equity shareholders, in the ratio of 10 (Ten) fully paid-up equity shares for every 1 (One) fully paid-up equity share held. In accordance with the special resolution passed at the Extraordinary General Meeting held on June 5^th, 2024, and pursuant to the Initial Public Offering ("IPO") of the Company, which opened for subscription on December 10^th, 2024, and closed on December 12^th, 2024, a total of 5,04,000 (Five Lakhs Four Thousand) equity shares of face value 10 (Rupees Ten only) each were allotted at a price of Rs. 182 per equity share (including a premium of Rs. 172 per equity share). Further the Company has not issued Sweat Equity Shares, Employee Stock Option and not called for Buy back of Shares during the current financial year.

10. Extract of the Annual Return:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2025, will be made available on the Companys website and can be accessed at www.tossthe.co.in/investor.

11. Conservation of Energy, Technology Absorption and Foreign

Exchange Earnings and Outgo:

The Company is committed to sustainable growth, and it recognizes energy conservation as a critical component of the environmental stewardship. The Companys efforts are aligned with national and global goals to reduce carbon emissions, improve energy efficiency, and promote sustainable operational practices.

The Company being into the business of Marketing Consultancy, over the past several years has significantly accelerated its organization-wide efforts in absorbing and deploying deep technologies with the help of applications such as Adobe Creative Cloud, Adobe Stock, Freepik, Shutterstock, Figma, Envato, Canva, SharePoint, Mid Journey etc. Details of foreign earnings and outgo during the year are as follows:

		(Rupees in Lakhs)
Particulars	March 31, 2025	March 31, 2024
Expenditure in Foreign Currency	19.77	25.69
Earning in Foreign Currency	524.44	285.94

12. Directors and Key Managerial Personnel ("KMP"):

The Company is currently managed by the following Board of Directors and KMP:

1. Mr. Narayanan Jayan	– Chairman Managing Director
2. Mrs. Reshma Budhia	– Whole Time Director cum CFO
3. Mr. Sudhanshu Budhia	– Non Executive Director
4. Mr. Manish Kumar Gupta	– Independent Director
5. Mr. Mohan Varghese Mathew	– Independent Director
6. Mrs. Pooja Jain	– Company Secretary (CS)

Appointments:

Mr. Manish Kumar Gupta (DIN: 03568502) and Mr. Mohan Varghese Mathew (DIN: 00629587) were appointed as Independent Directors of the Company vide resolution passed at the Extraordinary General Meeting (EGM) held on 20.05.2024. Mrs. Reshma Budhia (DIN: 08893679) was appointed as the Chief Financial Officer (CFO) of the Company vide resolution passed at the meeting of Board of Directors of the Company held on 27.05.2024. Mrs. Pooja Jain (PAN: AWVPJ0512H) was appointed as the Company Secretary (CS) of the Company vide resolution passed at the meeting of Board of Directors of the Company held on 27.05.2024.

Change in Designations:

The Designation of Mr. Narayanan Jayan (DIN: 08893678), was changed from Director to Chairman cum Managing Director (CMD) of the Company vide special resolution passed at the Extraordinary General Meeting (EGM) of the Company held on 05.06.2024. The Designation of Mrs. Reshma Budhia (DIN 08893679), was changed from Director to Whole Time Director (WTD) cum CFO of the Company vide special resolution passed at the Extraordinary General Meeting (EGM) of the Company held on 05.06.2024.

Directors liable to retire by rotation:

Mrs. Reshma Budhia (DIN 08893679), Whole Time Director cum CFO is liable to retire by rotation at the ensuing Annual General Meeting, being eligible offers herself for re-appointment. Mr. Sudhanshu Budhia (DIN 07115984), Director is liable to retire by rotation at the ensuing Annual General Meeting, being eligible offers himself for re-appointment. Necessary resolution for the re-appointment of Directors liable to retire by rotation is being placed for approval of the members at the AGM. The board recommends their re-appointment as Directors of the Company. None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

13. Management Discussion & Analysis Report:

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report is attached as Annexure - B.

14. Number of Meetings of the Board of Directors:

Seventeen Board Meetings were held during the year under review and the gap between two meetings were not more than 120 days, the details of meetings and attendance are as follows:

Date	Mr. Narayanan Jayan	Mrs. Reshma Budhia	Mr. Sudhanshu Budhia	Mr. Manish Kumar Gupta	Mr. Mohan Varghese Mathew
05.04.2024	Present	Present	Present	-NA	-NA
11.05.2024	Present	Present	Present	-NA	-NA
				Granted	Granted
24.05.2024	Present	Present	Present
				LOA	LOA
27.05.2024	Present	Present	Present	Present	Present
				Granted	Granted
30.05.2024	Present	Present	Present
				LOA	LOA
18.06.2024	Present	Present	Present	Present	Present
				Granted	Granted
08.07.2024	Present	Present	Present
				LOA	LOA
23.07.2024	Present	Present	Present	Present	Present
09.09.2024	Present	Present	Present	Present	Present
				Granted	Granted
07.10.2024	Present	Present	Present
				LOA	LOA
				Granted	Granted
14.11.2024	Present	Present	Present
				LOA	LOA
03.12.2024	Present	Present	Present	Present	Present
				Granted	Granted
09.12.2024	Present	Present	Present
				LOA	LOA
13.12.2024	Present	Present	Present	Present	Present
				Granted	Granted
17.12.2024	Present	Present	Present
				LOA	LOA
				Granted
27.12.2024	Present	Present	Present		Present
				LOA
26.03.2025	Present	Present	Present	Present	Present

15. Particulars of loans, Guarantees or Investments Under Section 186:

The Company has not advanced any loans, given any guarantees or made any investments under Sec 186 of Companies Act, 2013.

16. Particulars of Contracts or Arrangements with Related Parties

Under Sec 188(1) Companies Act 2013:

There were no contracts or arrangements with related parties referred to in sub-section (1) of Section 188. Hence, Form AOC-2 pursuant to the Companies (Accounts) Rules 2014 is not required to be enclosed. The Company has adopted policy on Related Party Transactions and can be accessed on the Companys website at www.tossthe.co.in/assets/investor/2.%20Policies/7.%20Related%20Part%20Transactio n%20Policy.pdf.

17. Particulars of Remuneration to Director and Employees:

The remuneration paid to the directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). Details of ratio of remuneration to each Director to the median employees remuneration and details of remuneration paid to employees is annexed to this report as "Annexure – C".

18. Risk Management Policy:

The Company had identified certain business risks and also the measures for dealing with such risks which it faces in day to day operations of the Company. However the Company faces operational risks relating to people, process, legal environment and external factors, investment risk and regulatory risks. The Company manages these risks by prudently investing its funds, managing its people and complying with all the regulations. These risks are continuously reviewed and monitored by the management. The Board also reviews the risks and corrective actions and mitigation measures are taken as and when needed. The Company has adopted a Risk Management policy and can be accessed on the Companys website at www.tossthe.co.in/assets/investor/2.%20Policies/8.%20Risk%20Management%20Poli cy.pdf

19. Directors Responsibility Statement:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Director report state that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made for the same. b) appropriate accounting policies have been selected and applied consistently, and have 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 as at 31^st March 2025 and of the Profits of the Company for the year ended 31^st March 2025. c) proper and sufficient care have been taken for 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 annual accounts have been prepared on a going concern basis. e) 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.

20. Declaration by Independent Directors

Both the Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down section 149(6) of the Companies Act, 2013. In the opinion of the board, the Independent Directors fulfill the conditions specified in the Act and the rules made there under for appointment as Independent Directors and confirm that they are independent of the management. None of the Independent / Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgement of the Board may affect the independence of the Directors. In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 26.03.2025. The Independent Directors at the meeting, inter alia, reviewed the following:

Performance of Non-Independent Directors and Board as a whole.

Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (‘IICA) towards the inclusion of their names in the data bank and they meet the requirements of proficiency self-assessment test. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors

21. Committees of the Board

Currently, in line with the statutory requirement, the Board has the following committees: a) Audit Committee: Composition:

The Committee as on 31^st March 2025 comprised of the following Directors as its Members:

Name of the Director	Status in Committee
Mr. Manish Kumar Gupta*	Chairman
Mr. Sudhanshu Budhia**	Member
Mr. Mohan Varghese Mathew	Member

* Appointed as Chairman of the Committee with effect from 8^th July 2024. ** Appointed as a Member of the Committee with effect from 8^th July 2024.

Mr. Narayanan Jayan (DIN: 08893678), had ceased to be the Chairman cum Member of the Committee with effect from 08.07.2024.

Terms of Reference:

The terms of reference of the Audit Committee interalia include the following:

1. Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;

Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

Changes, if any, in accounting policies and practices and reasons for the same;

Major accounting entries involving estimates based on the exercise of judgment by management;

Significant adjustments made in the financial statements arising out of audit findings;

Compliance with listing and other legal requirements relating to financial statements;

Disclosure of any related party transactions;

Modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up there on; 15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company. 16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board. 20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and; 23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings. 25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015. Further, the Audit Committee shall mandatorily review the following: a) Management discussion and analysis of financial condition and results of operations; b) Statement of significant related party transactions (as defined by the audit committee), submitted by management; c) Management letters / letters of internal control weaknesses issued by the statutory auditors; d) Internal audit reports relating to internal control weaknesses; and e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. f) Statement of deviations:

Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Details of Meetings:

The Committee met four times during year under review, the details of meetings and attendance are as follows:

Date	Mr. Manish Kumar Gupta*	Mr. Sudhanshu Budhia**	Mr. Mohan Varghese Mathew	Mr. Narayanan Jayan***
18.06.2024	Present	-NA	Present	Present
09.09.2024	Present	Present	Present	-NA
27.12.2024	Granted LOA	Present	Present	-NA
26.03.2025	Present	Present	Present	-NA

* Appointed as Chairman of the Committee with effect from 8^th July 2024. ** Appointed as a Member of the Committee with effect from 8^th July 2024.

*** Ceased to be Chairman cum Member of the Committee with effect from 8^th July 2024.

g) Nomination and Remuneration Committee: Composition:

The Committee as on 31^st March 2025 comprised of the following Directors as its Members:

Name of the Director	Status in Committee
Mr. Manish Kumar Gupta*	Chairman
Mr. Sudhanshu Budhia**	Member
Mr. Mohan Varghese Mathew	Member

* Appointed as Chairman of the Committee with effect from 8^th July 2024. ** Appointed as a Member of the Committee with effect from 8^th July 2024.

Mr. Narayanan Jayan (DIN: 08893678), had ceased to be the Chairman cum Member of the Committee with effect from 08.07.2024.

Terms of Reference:

The terms of reference of the Nomination and Remuneration Committee interalia include the following:

Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance;

Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;

Formulation of criteria for evaluation of performance of independent directors and the board of directors;

Devising a policy on diversity of board of directors;

Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

Determine our Companys policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

Decide the amount of Commission payable to the Whole Time Directors;

Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and

To formulate and administer the Employee Stock Option Scheme.

Details of Meeting:

The Committee met on 27.12.2024 and the details of attendance are as follows:

Date	Mr. Manish Kumar Gupta*	Mr. Sudhanshu Budhia**	Mr. Mohan Varghese Mathew	Mr. Narayanan Jayan***
27.12.2024	Granted LOA	Present	Present	-NA

* Appointed as Chairman of the Committee with effect from 8^th July 2024. ** Appointed as a Member of the Committee with effect from 8^th July 2024.

*** Ceased to be Chairman cum Member of the Committee with effect from 8^th July 2024.

h) Stakeholders Relationship Committee: Composition:

The Committee as on 31^st March 2025 comprised of the following Directors as its Members:

Name of the Director	Status in Committee
Mr. Manish Kumar Gupta*	Chairman
Mr. Sudhanshu Budhia**	Member
Mr. Mohan Varghese Mathew	Member

* Appointed as Chairman of the Committee with effect from 8^th July 2024. ** Appointed as a Member of the Committee with effect from 8^th July 2024.

Mr. Narayanan Jayan (DIN: 08893678), had ceased to be the Chairman cum Member of the Committee with effect from 08.07.2024.

Terms of Reference:

The terms of reference of the Stakeholders Relationship Committee interalia include the following:

Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

Issue of duplicate certificates and new certificates on split / consolidation / renewal, etc.;

Review the process and mechanism of redressal of Shareholders / Investors grievance and suggest measures of improving the system of redressal of Shareholders / Investors grievances.

Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest / dividend warrants, non-receipt of annual report and any other grievance / complaints with Company or any officer of the Company arising out in discharge of his duties.

Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

Details of Meetings:

The Committee met five times during the year under review, the details of meetings and attendance are as follows:

Date	Mr. Manish Kumar Gupta*	Mr. Sudhanshu Budhia**	Mr. Mohan Varghese Mathew	Mr. Narayanan Jayan***
18.06.2024	Present	-NA	Present	Present
09.09.2024	Present	Present	Present	-NA
13.12.2024	Present	Present	Present	-NA
27.12.2024	Present	Present	Present	-NA
26.03.2025	Present	Present	Present	-NA

* Appointed as Chairman of the Committee with effect from 8^th July 2024. ** Appointed as a Member of the Committee with effect from 8^th July 2024.

*** Ceased to be Chairman cum Member of the Committee with effect from 8^th July 2024.

22. Adequacy of internal Financial Controls with Reference to the financial statements:

The Company has adequate system of internal financial controls to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Company confirms that there are proper and adequate internal control systems and procedures commensurate with its size and nature of its business for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company has not noticed any major weakness in the internal financial control procedures.

23. Board Evaluation:

The Companies Act 2013 states that a formal annual evaluation needs to be made by the Board and Schedule IV of the Companies Act 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The performance of the Board was evaluated by the Board and after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information flow, frequency of meetings and functioning etc. The performance of the Committees was evaluated by the Board and after seeking inputs from the Committee Members. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings. The Chairman was also evaluated on the key aspects of his role. In a separate Meeting of Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

24. Maintenance of Cost Records:

The Central Government has not prescribed the maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 for the Company.

25. VIGIL Mechanism / Whistle-Blower Policy for Directors and

Employees

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism. The Vigil Mechanism has been placed in the website of the Company at www.tossthe.co.in/assets/investor/2.%20Policies/9.%20Whistle%20Blower%20Policy. pdf.

26. Disclosures as Required Under Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is dedicated to providing a healthy work environment to all employees, free from any form of prejudice or gender bias. In line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the applicable rules Company has implemented a gender-neutral Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace ("POSH") and constituted an Internal Complaints Committee ("ICC"). The Company has also established a grievance procedure for protection against victimization. The Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace is available on the website of the Company at www.tossthe.co.in/assets/investor/2.%20Policies/6.%20POSH%20Policy.pdf.

During the year under review, the Company had not received any compliant relating to sexual harassment at workplace.

27. Secretarial Standards

Pursuant to the provisions of Section 118(10) of the Act, the Company complies with all applicable mandatory Secretarial Standards as issued by the Institute of Company Secretaries of India ("ICSI").

28. Code for Prevention of Insider Trading:

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place following policies / codes and the same are available in the website of the Company at www.tossthe.co.in/assets/investor/2.%20Policies/:

Code of Conduct for Prevention of Insider Trading

Fair Disclosure Policy

Code Of Business Conduct & Ethics for Director & Senior Management Executives

Policy on Determination of Materiality and Disclosure of Information

These policies lays down guidelines advising the management, Designated Persons and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the Company, and while handling any Unpublished Price Sensitive Information, cautioning them of the consequences of violations. In Compliance with the abovementioned Regulations, Structural Digital Database (SDD) was maintained by the Company and necessary entries were made to monitor and record the flow of sharing of Unpublished Price Sensitive Information. Adequate training was provided to all employees on the compliance procedures provided in the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Declaration on Code of Conduct is annexed to this report as "Annexure – D".

29. Other Disclosures:

A New set of Articles of Association of the Company were adopted at the

Extraordinary General Meeting of the Company held on 05.06.2024 in pursuance to the IPO of the Company. During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to: a) Issue of equity shares with differential rights as to dividend, voting or otherwise; b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme; c) Raising of funds through preferential allotment or qualified institutions placement; d) Instance of one-time settlement with any bank or financial institution e) Disclosures pertaining to Corporate Social Responsibility f) Proceeding pending under the Insolvency and Bankruptcy Code, 2016

30. Acknowledgements:

Your Directors take this opportunity to place on record their gratitude for all the guidance and co-operation received from all its clients, vendors, bankers, financial institutions, business associates, advisors, and regulatory and government authorities. Your Directors also take this opportunity to thank all its shareholders and stakeholders for their continued support and all the employees for their valuable contribution and dedicated service, with whose help, cooperation and hard work the Company is able to achieve the results.

Place: Chennai	By Order of the Board of Directors
Date: 16.08.2025		For M /s. Toss The Coin Limited
	-SD-	-SD-
	Narayanan Jayan	Reshma Budhia
	Chairman cum	Whole Time Director
	Managing Director	cum CFO
	DIN: 08893678	DIN: 08893679