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Company Information

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TCC CONCEPT LTD.

24 December 2025 | 12:00

Industry >> Trading

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ISIN No INE887D01016 BSE Code / NSE Code 512038 / TCC Book Value (Rs.) 157.57 Face Value 10.00
Bookclosure 29/09/2023 52Week High 688 EPS 8.87 P/E 50.70
Market Cap. 2134.63 Cr. 52Week Low 336 P/BV / Div Yield (%) 2.85 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors ("Board") of TCC Concept Limited ("Company") takes pleasure in presenting their 40th Board's Report on the
business and operations of your Company for the financial year ended March 31, 2025. This Report is being presented along with the
audited standalone and consolidated financial statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial summary on standalone and consolidated basis for the financial year ended March 31, 2025 and a comparison with the
previous year is as follows:

Standalone

Consolidated

Particulars

For the year ended

For the year ended

For the year ended

For the year ended

31st March, 2025

31st March, 2024

31st March, 2025

31st March, 2024

Revenue from operations

2,217.07

480.42

8,322.24

7,715.23

Other Income

245.73

8.46

632.89

91.12

Total Income

2,462.80

488.88

8,955.13

7,806.35

Expenditure

767.73

408.68

3,459.70

5,065.00

Profit / (Loss) for the year Before Tax

1,695.07

80.20

5,495.43

2,703.90

Less: Tax Expenses

429.63

21.31

1,283.38

675.43

Add: Other Comprehensive Income

-

-

0.23

(0.36)

Net Profit/(Loss) After tax

1,265.44

58.88

4,212.28

2,028.11

The Standalone and the Consolidated Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual
Report, have been prepared in accordance with Ind AS notified under Section 133 of the Companies Act, 2013 ("the Act") and other
relevant provisions of the Act.

NUMBER OF MEETINGS OF THE BOARD

The Company holds at least four Board Meetings in a year, one in
each quarter. All the decisions and urgent matters approved by
way of circular resolutions are placed and noted at the subsequent
Board Meetings.

During the financial year under review, 8 (Eight) meetings of
the Board were held. The particulars of the meetings held
along with attendance of each Director are detailed in the
Corporate Governance Report and hence, are not disclosed in the
directors report.

STATE OF COMPANY'S AFFAIRS

(a) Based on Standalone financials

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

(b) Based on Consolidated financials

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

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

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

MATERIAL CHANGES AND COMMITMENTS

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

SIGNIFICANT EVENTS DURING THE YEAR UNDER
REVIEW

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

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

The Company is exposed to inherent uncertainties owing to the
sectors in which it operates. A key factor in determining a Company's
capacity to create sustainable value is the risks that the Company is
willing to take (at strategic and operational levels) and its ability to
manage them effectively. Many risks exist in a Company's operating
environment and they emerge on a regular basis. The Company's
Risk Management processes focuses on ensuring that these risks
are identified on a timely basis and addressed.

The Company is well aware of the above risks and as part of
business strategy has a robust risk management framework to
identify, evaluate and mitigate business risks with timely action.
This framework seeks to enable growth, create transparency,
minimize adverse impact on the business objectives and enhance
the Company's competitive advantage by undertaking effective
steps to manage risks.

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

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

CHANGE IN THE NATURE OF BUSINESS

There is no material change in the nature of business carried on
by the Company during the financial year ended March 31, 2025.

CAPITAL STRUCTURE

Authorized Share Capital

The authorized share capital of the Company as on March 31,
2024, stood at Rs. 25,00,00,000 (Rupees Twenty-Five Crore only)

divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of
Rs. 10 (Rupees Ten only) each.

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

Paid-up Share Capital

The paid-up share capital of the Company as on March 31, 2024,
stood at Rs. 21,03,43,960 (Rupees Twenty-One Crore Three Lakh
Forty-Three Thousand Nine Hundred and Sixty only), divided
into 2,10,34,396 (Two Crore Ten Lakh Thirty-Four Thousand
Three Hundred and Ninety-Six) equity shares of Rs. 10 (Rupees
Ten only) each.

During the financial year 2024-25, the Company has made the
following allotments:

(i) Allotment of 10,00,000 equity shares having face value of Rs.
10 each at an issue price of Rs. 275 per share in accordance
with the special resolution passed by the shareholders in
the Extra-ordinary General Meeting of the Company held on
March 18, 2024.

(ii) Allotment of 6,99,664 equity shares having face value of
Rs. 10 each by converting 24,998 Compulsorily Convertible
Debentures as per the approved conversion ratio of 28:1.

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

As on March 31, 2025 the paid-up share capital of the Company
stood at Rs. 35,67,25,080 (Rupees Thirty-Five Crore Sixty-Seven
Lakh Twenty-Five Thousand and Eighty only), divided into
3,56,72,508 (Three Crore Fifty-Six Lakh Seventy-Two Thousand
Five Hundred and Eight) equity shares of Rs. 10 (Rupees
Ten only) each.

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

SHARE WARRANTS

As on March 31, 2025, there were no outstanding share warrants
of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

The Company's Board is an optimum mix of Executive, Non-Executive, Independent and Woman Directors. As on March 31, 2025, the
composition of Board was as under:

Name of the Director

Category of Directorship in the Company

Mr. Umesh Kumar Sahay

Chairman and Managing Director

Mr. Abhishek Narbaria

Non-Executive, Non-Independent Director

Mr. Nikhil Dilipbhai Bhuta

Non-Executive, Non-Independent Director

Mr. Rajesh Chandrakant Vaishnav

Non-Executive, Independent Director

Mrs. Gayathri Shrinivasan Iyer

Non-Executive, Independent Director

Mr. Mangina Srinivas Rao

Non-Executive, Independent Director

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

Name

Designation

Appointment/Resignation/

Date

Change in Designation

Mr. Kunaal Deepak Agashe

Independent director

Resignation

14-08-2024

Mr. Mangina Srinivas Rao

Independent Director

Appointment

05-09-2024

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

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

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

Key Managerial Personnel:

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

Name

Designation

Appointment/Resignation/
Change in Designation

Date

Mr. Vishal Omprakash Sharma

Chief Financial Officer (CFO)

Resignation

14-11-2024

Mr. Rahul Jashvant Shah

Chief Financial Officer (CFO)

Appointment

14-11-2024

Ms. Divya Reejwani

Company Secretary & Compliance Officer

Resignation

24-05-2025

Ms. Isha Arora

Company Secretary & Compliance Officer

Appointment

25-05-2025

Other details of the Directors on the Board such as:

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

II. names of other Equity Listed Companies (in any),
where the Directors of the Company hold directorships,
along with the category of such Directorships,
are disclosed in the 'Corporate Governance Report' of the
Company for the year under review, which forms part of this
Board's Report.

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

DEPOSITS

The Company has not accepted any fixed deposits within the

meaning of Section 73 of the Act, read with the Companies

(Acceptance of Deposits) Rules, 2014, and as such, no amount

principal or interest on deposits from public was outstanding as
on the date of the balance sheet.

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

The Company has zero tolerance for sexual harassment at
workplace and has adopted a gender neutral Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at its workplace
in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules made there under for prevention and redressal of
complaints of sexual harassment at workplace. The Company has
a framework for employees to report sexual harassment cases
at workplace and the process ensures complete confidentiality
of information. The Company has complied with the provision
relating to the constitution of Internal Complaints Committee
(IC Committee) under the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The IC Committee includes external member with relevant
experience and majority of the members of the IC Committee
are women. Thorough investigation of each case are conducted
by the IC Committee and thereafter decisions are made. The
role of the IC Committee is not restricted to mere redressal of
complaints but also encompasses prevention and prohibition of
sexual harassment.

During the period under review, no complaints were received
from employees in this regard.

Particulars

Details

Number of complaints of sexual harassment
received in the year

NIL

Number of complaints disposed off during the year

NIL

Number of cases pending for more than ninety days

NIL

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

The Company affirms that it is fully compliant with the provisions
of the Maternity Benefit Act, 1961, including all applicable
amendments thereof.

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

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

There were no proceedings, either filed by the Company or against
the Company, pending under the Insolvency and Bankruptcy
Code, 2016, before the National Company Law Tribunal or any
other courts as on March 31, 2025.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

The Company has not entered into any related party transaction
as provided in sub-section (1) of section 188 of the Companies
Act, 2013 which is not in its ordinary course of business or not on
arm's length basis.

Hence, in accordance of proviso four of sub-section (1) of section
188 of the Act, the sub-section (1) of section 188 of Act, 2013 is
not applicable for the financial year.

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

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

DIVIDEND

Keeping in view the current financial position of the Company,
Board of Directors of the Company, has decided not to recommend
any dividend for the Financial Year ended March 31, 2025.

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEE, DIRECTORS AND
RELATED DISCLOSURES

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

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

Details pertaining to remuneration as required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014:

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

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

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

Sr.

No.

Remuneration of Director/

% Increase/ (Decrease)

Ratio of remuneration of

Name of Director/ KMP and Designation

KMP for financial year
2024-25 (in Lakh)

in Remuneration in the
Financial Year 2024-25

each Director/ to median
remuneration of employees

1

Mr. Umesh Kumar Sahay, Managing
Director

60.00

500%

13.32:1

2

Mr. Abhishek Narbaria,
Non-executive Director

60.00

500%

13.32:1

3

Mr. Nikhil Dilipbhai Bhuta,
Non-executive Director

0.00

Nil

0

4

Mr. Rajesh Chandrakant Vaishnav,
Independent Director

4.70

14.63%

1.04:1

5.

Mr. Kunaal Deepak Agashe, Independent
Director*

0.90

-57.14%*

0.20:1

6

Ms. Gayathri Srinivasan Iyer, Independent
Director

4.70

4.25

1.04:1

7

Mr. Mangina Srinivas Rao, Independent
Director@

1.50

NA

0.33:1

8

Mr. Rahul Jashvant Shah#, Chief Financial
Officer

14.91

NA#

3.31:1

9

Ms. Divya Reejwani,
Company Secretary

2.40

NIL

0.53:1

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

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

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

(a) The median remuneration of employees of the Company during the financial year was Rs. 4,50,594 per year.

(b) The percentage increase in the median remuneration of employees in the financial year was 87.74%.

(c) There were 4 permanent employees on the payroll of the Company as on March 31, 2025.

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

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

Financial Year 2024-25

Financial Year 2023-24

Name of the Director

Approved

Remuneration

Actual Drawn

Approved

Remuneration

Actual Drawn

Mr. Umesh Kumar Sahay

Rs. 90,00,000/- plus
performance incentive
not exceeding 5%
of net profit of the
Financial year.

Rs. 60,00,000

Rs. 60,00,000/- plus
performance incentive
not exceeding 5%
of net profit of the
Financial year

Rs. 10,00,000

Mr. Abhishek Narbaria

Rs. 90,00,000 plus
performance incentive
not exceeding 3 %
of net profit of the
Financial year.

Rs. 60,00,000

Rs. 60,00,000/- plus
performance incentive
not exceeding 3 %
of net profit of the
Financial year

Rs. 10,00,000

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

AUDITORS

Statutory Auditors

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

Secretarial Auditors

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

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

The Statutory Auditors' Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, or adverse
remark. The report is enclosed with the financial statements in the Integrated Annual Report.

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

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

Observation

Explanation

Intimation of closure of trading window for Quarter

Response to Observation: We acknowledge that the corresponding intimation

ended on 30.09.2024 is given in XBRL format on BSE

in PDF format was inadvertently not filed.

portal but not given in PDF format.

Reason for non filing: The Company would like to clarify that the intimation for
closure of the trading window for the quarter ended 30th September, 2024 was
duly submitted to BSE Limited in XBRL format within the prescribed timeline and
is available in the public domain.

Action taken: The Company will ensure that such oversight does not recur in
the future.

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

1. Brantford Limited

Observation

Explanation

NIL

NIL

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

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

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declarations from all the
Independent Directors of the Company confirming that they meet
the criteria of independence prescribed under Section 149(6) of
the Act read with Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of
the Listing Regulations.

As per Regulation 25(8) of the Listing Regulations, the Independent
Directors have also confirmed that they are not aware of any
circumstance or situation that exists or may be reasonably
anticipated that could impair or impact their ability to discharge
their duties with an objective independent judgment and without
any external influence and that they have registered themselves
as an Independent Director in the data bank maintained with the
Indian Institute of Corporate Affairs.

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

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

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has formulated an effective Whistle Blower
Mechanism and a policy that lays down the process for raising
concerns about unethical behavior, actual or suspected fraud or
violation of the Company's Code of Ethics & Conduct.

Your Company hereby affirms that no Director/Employee has
been denied access to the Chairperson of the Audit Committee.
No complaint was received through the said mechanism during
the year under review.

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

COMPLIANCE OF THE SECRETARIAL STANDARDS

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

POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION

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

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

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

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

Foreign exchange earnings and Outgo-

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

Particulars

Financial year ended

|March 31, 2025 March 31, 2024

Income in foreign currency

NIL

NIL

Expenditure in foreign

NIL

NIL

currency

CORPORATE SOCIAL RESPONSIBILITY (CSR)

For the financial year 2024-25, the provisions of section 135 of
the Act were not applicable to the Company on Standalone basis.

However, for the financial year 2025-26, the Company falls within
the ambit of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014. Accordingly,
the Company shall develop, formulate, and implement its
Corporate Social Responsibility (CSR) policy and related initiatives
during the financial year 2025-26.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

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

Sr.

No.

Name of Entity

Relation

1

Brantford Limited

Wholly -owned Subsidiary

2

Synthar Data Storage Private
Limited (Formerly known as
EMF Clinic Private Limited)

Wholly -owned Subsidiary

3

Altrr Software Services
Limited

Wholly -owned Subsidiary

4

NES Data Private Limited1

Subsidiary

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

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

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

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

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

In the opinion of the Board all the Independent Directors,
including Independent Directors appointed during the year, if

any, are persons of integrity and has expertise and experience in
relevant field.

Further, all the independent directors have cleared proficiency
self-assessment test conducted by the Indian Institute of
Corporate Affairs.

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

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

MAINTAINANCE OF COST RECORDS

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

COMMITTEES OF THE BOARD

The Board of Directors have constituted the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

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

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (5) of section 134
of the Act the Board hereby state that-

(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

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

(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets
of the company and for preventing and detecting fraud and
other irregularities;

(d) the directors had prepared the annual accounts on a
going concern basis;

(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

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

COMPLIANCE CERTIFICATE BY CHIEF FINANCIAL
OFFICER

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

DECLARATION AFFIRMING COMPLIANCE OF CODE
OF CONDUCT

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

COMPLIANCE CERTIFICATE BY PRACTISING COMPANY
SECRETARY

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

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis pursuant to Part B of Schedule
V of the Listing Regulations form part of the Annual Report.

ACKNOWLEDGEMENTS

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

On Behalf of the Board of Directors
For TCC Concept Limited

Umesh Kumar Sahay

Date: September 8, 2025 Chairman and Managing Director
Place: Pune (DIN: 01733060)