Your directors present this integrated Annual Report along with the Audited Financial Statements for the Financial Year ended
on March 31, 2025.

FINANCIAL RESULTS

Your Company’s performance during the Financial Year 2024-25 is summarized below:

DIVIDEND

As per the Dividend Policy of your Company, your directors
are pleased to recommend a record dividend of 7 30 per equity
share as against a dividend of ^ 22 per equity share for the
previous year. Your directors are pleased to inform that the
proposed dividend is the highest dividend, which has been
declared by the Company in its history. This year marks
the twenty fifth year of continuous dividend payout for the
Company. The pay-out on account of dividend amounts to
7 2730 lakhs, and this corresponds to 19.3396 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
2096 of the standalone Profits after Tax (PAT) of the Company
in any Financial Year. The dividend distribution policy is
available on the weblink https://tcpl.in/wp-content/
uploads/2025/07/Dividend-Distribution-Policy.pdf

WORKING REVIEW

The Company has achieved a revenue growth of 14.85 % on
consolidated basis, compared to the previous year, achieving
revenue from operations of ^ 1770.26 Crores. The standalone
revenues increased by 13.79 % compared to the previous year,
achieving revenue from operations of ^ 1696.38 Crores.

Furthermore, we are pleased to highlight the remarkable
growth in our exports, which rose by 31.18% to reach ^ 604.14
crores for the year ended March 31, 2025, as against ^ 460.54
crores in the previous year ended March 31, 2024.

We are also pleased to report that our EBIDTA margin as a
percentage of revenue from operations has improved during
the year under review. On a consolidated basis, the margin
increased and stood at 16.56%, while on a standalone basis, it
is 16.88% during the year, as compared to 16.31% and 16.70 %
respectively in the previous year.

The Company also have continuously been adding new
customers and strengthening its market share, resulting in the
sales growth mentioned earlier. Furthermore, our efforts on
stringent cost control measures, enhanced product mix and
focus on reducing process wastage have contributed to the
achievement of healthy margins.

The packaging industry continues to witness growth, driven by
factors such as growing population and GDP, resulting in higher
consumption besides growth in the e-commerce segments, and
exports. Your Company is well-positioned to capitalize on these
opportunities with its focus on sustainable packaging solutions,
multi plant locations and diversified product portfolio. The
Company’s technological advancements, geographical reach,
and strong governance practices provide a solid foundation for
future growth.

During the financial year 2024-25 your company had decided
and setup a new manufacturing plant in Chennai, in a short
period of 9 months. This plant is now fully operational and will
enhance the company’s geographic footprint and enable the
company to use it to service markets in the South of India as
well as use it as a hub for exports. Your directors are confident
that this plant will be able to contribute to the overall growth
plans of the company in the long term.

Further during the last financial year, your directors also
decided to setup an engraving plant to manufacture printing

and embossing cylinders at Silvassa, and the same is being
executed currently and is expected to commence production
in Q2 of the current year. For this purpose, a subsidiary named
Accura Technik Private Limited is being setup.

FUTURE PROSPECTS

We are pleased to inform that operations of Creative Offset
Printers Private Limited (“COPPL”) have witnessed a
considerable growth since its acquisition by TCPL, though
it is still struggling and not up to expectations, particularly
from profitability point of view. With the increasing demand
for premium rigid box packaging for electronics and mobile
phones as well as decorative and premium gift packaging for the
consumer industry, this unit has very good long term prospects
and your management is confident to achieve its targets soon.

It is noteworthy that there has been a noticeable shift in the
sentiment of the western world, favoring a move of supply
chains away from China. This shift in sentiment presents a
compelling opportunity for Indian exports. Companies and
countries are actively exploring alternatives and seeking new
trade partnerships.

Overall, the Company’s proactive approach in exploring and
leveraging opportunities arising from the shift in sentiment
and the “China 1” trend will position the Company well for
sustained growth and success in the future.

Coming to the Company’s core, the domestic consumer goods
market growth has been hampered by weak domestic demand.
The same is evident in the results of major FMCG companies,
reporting weak or stagnant volume growth for many quarters
now. Despite this your Company has managed to grow by
increasing share of business in existing customers and tapping
new customers. Your Company’s management is confident
that this weak volume growth in the domestic industry is a
temporary phenomenon, and this is bound to improve over
a period. The revival in domestic volumes will be a further
impetus to your Company’s growth.

Considering the positive outlook of the packaging industry
and the strategic moves made by the Company, the directors’
confidence in the Company’s performance in the coming years
is well-founded. However, it’s important to note that market
conditions can be subject to changes, and the Company will
need to continuously adapt and innovate to maintain its
competitive edge.

Overall, with its strong market position, focus on sustainability,
expanded production capacity, strategic acquisitions,
technological advancements, and efficient cost management,
the Company is well-equipped to thrive and achieve sustained
growth in the future.

DIRECTORS

During the year under review, Mr. Sunil Talati ceased to be
Director, upon completion of the second term of his appointment
as Independent Director of the Company, on January 21, 2025.
The Board places on record its sincere appreciation for the
remarkable support and guidance provided by him during his
tenure on the Board of the Company.

The Board, based on the recommendations of the Nomination
and Remuneration Committee, appointed Mr. Aniket Talati, as
an Additional Director to hold Office of Independent Director
for a period of 5 years effective from January 22, 2025.
Mr. Aniket Talati is M. Com, FCA, member of ICAI Accounting
Research Foundation (ICAI ARF), ICAI Registered Valuers
Organisation (RVO), Extensible Business Reporting Language
(XBRL) India, Indian Institute of Insolvency Professionals of
ICAI (IIIPI) and the member of various other Committees,
Boards and Directorates of ICAI. He served as the President
ICAI in the year 2023-24. He has strong organizational skills
and deep insight for Technology and ESG. He is at the forefront
of Digital Transformation within ICAI, and numerous digital
Initiatives were launched under him. He is actively involved in
all the major sustainability initiatives in India and works closely
on digital transformation projects. He also contributed towards
evolvement of accounting, auditing, ethical, valuation and
forensic standards in India. He has supported the Government
and Regulators as a member of Government Accounting
Standards Advisory Board (GASAB) of C&AG of India, Board
of Insurance Regulatory & Development Authority of India
(IRDAI) and SEBI’s Primary Market Advisory Committee.
The consent of members of the Company for his appointment
as Independent Director was duly obtained through notice of
postal ballot dated February 13, 2025.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Company’s Articles of Association,
Mr. K K Kanoria and Mr. Rishav Kanoria, retire by rotation
at the forthcoming Annual General Meeting of the Company
and being eligible, offer themselves for re-appointment. The
Board, based on the recommendation of the Nomination and
Remuneration Committee, recommends their re-appointment
for the consideration of the Members of the Company at this
Annual General Meeting.

The information of Mr. K K Kanoria and Mr. Rishav 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 independence specified in
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations. The Independent Directors have also confirmed
that they have complied with the Company’s 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, 2025, 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 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 have prepared the annual accounts on a
going concern basis.

(e) The directors have 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 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:

NUMBER OF BOARD MEETINGS

During the year under review 4 (four) meetings of the Board
of Directors of the Company were held on May 28, 2024, July
30, 2024, November 11, 2024, and February 13, 2025. The
details of the number of meetings of the Board held during the
Financial Year 2024-25 and the attendance therein forms 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 of process, and at
the same time, 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.

SUBSIDIARY COMPANIES

Pursuant to an Order passed, by the Hon. National Company
Law Tribunal, Mumbai Bench, on June 25, 2024, TCPL Innofilms
Private Limited merged with TCPL Packaging Limited. TCPL

Middle East FZE and Creative Offset Printers Private Limited
(COPPL), are wholly owned subsidiaries. During the year, your
Company has increased its investment in COPPL, by subscribing
145998 equity shares, offered by it on a rights basis at value
^ 8 Crores. The Company holds 949709 equity shares of COPPL
as on March 31, 2025 with a total investment of ^ 52.98 Crores.

The Board has reviewed the affairs of its Subsidiaries. The
Company does not have any associates or joint venture
Companies. The separate audited financial statements in
respect of each of the subsidiaries are also available on the
website of the Company at www.tcpl.in.

CONSOLIDATED FINANCIAL
STATEMENTS

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 Company’s subsidiaries in Form No. AOC-1
is attached to the financial statements of the Company.

CORPORATE GOVERNANCE

It has always been the Company’s 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:

During the year 4 (four) Audit Committee Meetings were
held on May 28, 2024, July 30, 2024, November 11, 2024, and
February 13, 2025.

STAKEHOLDERS RELATIONSHIP
COMMITTEE

Pursuant to the provisions of Section 178(5) of the Companies
Act, 2013, the composition of the Stakeholders Relationship
Committee is as under:

During the year four meetings of the Stakeholders Relationship
Committee were held on May 28, 2024, July 30, 2024, November
11, 2024 and February 13, 2025.

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:

During the financial year the Nomination and Remuneration
Committee was held on May 28, 2024, and March 27, 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 24, 2024. The CSR Committee of
the Company, during the year under review is as under:

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:

During the financial year under review the Meeting of Risk
Management Committee was held on May 29, 2024, and
December 18, 2024. 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 and 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 Printers
Private Limited, the Wholly Owned Subsidiary Company.
During the year under review the Company also acquired
145598 equity shares of Creative Offset Printers Private Limited
(COPPL) at consideration of ^ 8.00 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 arm’s length basis and were in
the ordinary course of business. 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 party’s 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 Board’s 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 28, 2024. The
determined criteria for performance evaluation were as follows:

i. Attendance.

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, Board’s 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 34^th
Annual General Meeting held on August 10^th 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 of
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 and during the year
under review. the Nomination and Remuneration Committee,
at its meeting held on March 27, 2025, subject to approval of
Board Directors and members of the Company, 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, with the following
vesting schedule

The options can be exercised on any day over a period of five
years from the date of vesting. The said proposal tantamount to
revision in the existing ESOP scheme. 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 is not detrimental
to the employees of the Company and recommended the
revision in scheme to the members of the Company. These
changes are specifically designed to further motivate and retain
the employees, ensuring that the company remains competitive
in attracting and holding onto talent.

A resolution seeking approval for the proposed revisions to
the TCPL-ESOP 2022 is included in the Notice for the ensuing
Annual General Meeting (AGM). In compliance with the
Listing Regulations, the necessary information related to these
revisions is provided in the annexure to the Notice

Please refer note no. 48 of Notes forming part of Standalone
Financial Statements for further disclosures on ESOPs. Your
Company has received the certificate from 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. The
certificate would 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)
Regulations, 2014 as on March 31, 2025 with regard to the
TCPL-ESOP 2022 are provided as Annexure to this Report and
is also available on the Company’s 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, 2025.

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

(vi) Employee-wise details of options granted during the year ended on March 31, 2025:

(vii) A description of the method and significant assumptions used during the year to estimate the fair value of
options including the following information:

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

Details related to ESPS Not applicable

Details related to SAR Not applicable

Details related to GEBS/ RBS Not applicable

Details of the Company’s 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

ii. Brief details of transactions in shares by the
T_rust •

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

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 Company’s 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 Company’s 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 Company’s 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 Company’s
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 Company’s 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
Company’s internal controls environment and monitors the
implementation of audit recommendations, including those
relating to strengthening of the Company’s 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
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 2024-25:

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 Company’s 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.

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 financial statement relates
on the date of this Annual Report. During the financial year,
there was no amount proposed to be transferred to Reserves.
There are no significant and material 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 2024-25. The Secretarial Audit Report
for Financial year 2024-25 forms part of Annual Report as
Annexure to the Board’s 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 Authorized Share Capital of the Company stands increased
from Rupees Ten Crores to Rupees Twenty Four Crores in view
of Authorized Share Capital of Rupees Fourteen Crores of
TCPL Innofilms Private Limited (Transferor Company) getting

transferred and combined with Authorized Share Capital of
TCPL Packaging Limited (Transferee Company) vide clause
11 of the scheme of amalgamation of TCPL Innofilms Private
Limited with TCPL Packaging Limited approved pursuant
to Order passed by Hon. National Company Law Tribunal-
Mumbai Bench on June 25, 2024. As such, on March 31, 2025,
the authorised share capital of the Company is Rs.24.00 crores
divided into 2,40,00,000 equity shares of Rs. 10/- each and the
paid-up equity share capital is Rs.9.10 crores comprising of
91,00,000 equity shares of Rs. 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 issued any shares
with differential voting rights or sweat equity or warrants.

INTEGRATED REPORT

The Company has voluntarily 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 Company’s long-term
perspective. The Report also touches upon aspects such as
organization’s strategy, governance framework, performance
and prospects of value creation based on the six forms of capital
viz. Natural Capital, Financial capital, Human capital, Social
and Relationship capital, Intellectual Capital and Manufactured
Capital.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on March 31, 2025 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 the financial
statements are made on a prudent basis, to reflect in a true
and fair manner, the form and substance of transactions and
reasonably present the Company’s state of affairs, profits and
cash flows for the year ended March 31, 2025. 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 2419 employees on the Company’s payroll as of
March 31, 2025.

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 rule’s 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 first proviso 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
office 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.

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 and Guwahati are as under:

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

2. Installation of Energy efficient fans in humidification
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 affecting the 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 Equipment’s.

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 ^ 604.13 crores

Foreign Exchange Outgo ^ 232.11 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 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 five consecutive years at the 34^th
Annual General Meeting (AGM) of the Members held on August
10, 2022, until the conclusion of the 39^th 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 2024-25, as required under Section 204
of the Companies Act, 2013 and rules made thereunder. The
Secretarial Audit Report for Financial year 2024-25 forms part
of Annual Report as Annexure to the Board’s 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 2024-25, 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 2023-24, as per
sub-section (1) of Section 148 of the Companies Act, 2013 and
the Companies (Cost Records and Audit) Rules, 2014.

The Shareholders of the Company at the 36^th Annual General
Meeting (“AGM”) held on July 30, 2024, 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 2025-26, 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 37^th
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 wish to record their appreciation to all
the lenders namely Bank of Baroda, Axis Bank Limited, ICICI
Bank Limited, Citi Bank, RBL Bank Limited, DBS Bank India
Limited, Yes Bank Limited and Bajaj Finance Limited 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

K K Kanoria

Place: Mumbai Executive Chairman

Date: May 30, 2025 DIN:00023328