The Board of Directors ("Board") of TCC Concept Limited ("Company") takes pleasure in presenting their 40th Board's Report on thebusiness and operations of your Company for the financial year ended March 31, 2025. This Report is being presented along with theaudited standalone and consolidated financial statements for the financial year ended March 31, 2025.
The financial summary on standalone and consolidated basis for the financial year ended March 31, 2025 and a comparison with theprevious year is as follows:
Standalone
Consolidated
Particulars
For the year ended
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 AnnualReport, have been prepared in accordance with Ind AS notified under Section 133 of the Companies Act, 2013 ("the Act") and otherrelevant provisions of the Act.
The Company holds at least four Board Meetings in a year, one ineach quarter. All the decisions and urgent matters approved byway of circular resolutions are placed and noted at the subsequentBoard Meetings.
During the financial year under review, 8 (Eight) meetings ofthe Board were held. The particulars of the meetings heldalong with attendance of each Director are detailed in theCorporate Governance Report and hence, are not disclosed in thedirectors report.
During the year under review, the Company has achievedturnover of Rs. 2,217.07 Lakh as against the turnover of Rs480.42 Lakh in the previous financial year. After deductingtotal expenditure aggregating to Rs.767.73 Lakh, theCompany has earned profit after tax of Rs.1,265.44 Lakh asagainst profit of Rs.58.90 Lakh of the previous financial year.
During the year under review, the Company has achievedturnover of Rs.8,322.24 Lakhas against the turnover of Rs.7,715.23 Lakh in the previous financial year. After deductingtotal expenditure aggregating to Rs.3,459.70 Lakh, theCompany has earned profit after tax of Rs. 4,212.28 Lakhas against profit of Rs. 2,028.11 Lakh of the previousfinancial year.
During the financial year under review, the Company hastransferred an amount of Rs. 1,265.45 Lakh to its reserves andis duly disclosed in Balance Sheet and Notes to Balance Sheetforming part of Financial Statements.
There have been no material changes or commitments affectingthe financial position of the Company between the end of thefinancial year to which these financial statements pertain and thedate of this Report.
The Company has issued 10,00,000 Equity Shares havingface value of Rs. 10 each at an issue price of Rs. 275 pershare to the non-promoters and raised Rs. 27.5 Cr. by wayof preferential issue.
The Company has converted 24,988 CCDs into 6,99,664Equity shares having face value of Rs. 10 each as per theapproved conversion ratio 28:1 to non-promoters.
Your Company has acquired 98.78% stake in NES DataPrivate Limited by way of SWAP of equity shares and allotted1,29,38,448 equity shares of the Company in considerationother than cash.
Particulars of Loans, Investments and Guarantees, covered underthe provisions of Section 186 of the Act are given in the Note No.36 to the Financial Statements.
The Company is exposed to inherent uncertainties owing to thesectors in which it operates. A key factor in determining a Company'scapacity to create sustainable value is the risks that the Company iswilling to take (at strategic and operational levels) and its ability tomanage them effectively. Many risks exist in a Company's operatingenvironment and they emerge on a regular basis. The Company'sRisk Management processes focuses on ensuring that these risksare identified on a timely basis and addressed.
The Company is well aware of the above risks and as part ofbusiness strategy has a robust risk management framework toidentify, evaluate and mitigate business risks with timely action.This framework seeks to enable growth, create transparency,minimize adverse impact on the business objectives and enhancethe Company's competitive advantage by undertaking effectivesteps to manage risks.
The Board approved Enterprise Risk Management Policy is in placeand the same is reviewed periodically by the Board of Directors, toestablish appropriate system and procedures to mitigate all risksfaced by the Company.
The Enterprise Risk Management policy of the Company is availableon the website at https://tccltd.in/investor-relations/policies/.
There is no material change in the nature of business carried onby the Company during the financial year ended March 31, 2025.
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 ofRs. 10 (Rupees Ten only) each.
During the financial year 2024-25, the authorized share capital ofthe Company has been increased from Rs. 25,00,00,000 (RupeesTwenty-Five Crore only) divided into 2,50,00,000 (Two CroreFifty 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 (FourCrore) equity shares of Rs. 10 (Rupees Ten only) each.
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 LakhForty-Three Thousand Nine Hundred and Sixty only), dividedinto 2,10,34,396 (Two Crore Ten Lakh Thirty-Four ThousandThree Hundred and Ninety-Six) equity shares of Rs. 10 (RupeesTen only) each.
During the financial year 2024-25, the Company has made thefollowing 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 accordancewith the special resolution passed by the shareholders inthe Extra-ordinary General Meeting of the Company held onMarch 18, 2024.
(ii) Allotment of 6,99,664 equity shares having face value ofRs. 10 each by converting 24,998 Compulsorily ConvertibleDebentures as per the approved conversion ratio of 28:1.
(iii) Allotment of 1,29,38,448 equity shares having face valueof Rs. 10 each at an issue price of Rs. 352 per share onpreferential basis by swap against 15,702 equity sharesof NES Data Private Limited (Formerly known as NaturalEnvironment Solutions Private Limited) at a ratio of 824:1in accordance with the special resolution passed by theshareholders in the Extra-ordinary General Meeting of theCompany held on August 23, 2024.
As on March 31, 2025 the paid-up share capital of the Companystood at Rs. 35,67,25,080 (Rupees Thirty-Five Crore Sixty-SevenLakh Twenty-Five Thousand and Eighty only), divided into3,56,72,508 (Three Crore Fifty-Six Lakh Seventy-Two ThousandFive Hundred and Eight) equity shares of Rs. 10 (RupeesTen only) each.
Further, during the year under review, the Company had neitherissued any equity shares with differential rights as to dividend,voting rights or otherwise nor had issued sweat equity shares toits directors or employees.
As on March 31, 2025, there were no outstanding share warrantsof the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company's Board is an optimum mix of Executive, Non-Executive, Independent and Woman Directors. As on March 31, 2025, thecomposition 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
Mr. Rajesh Chandrakant Vaishnav
Non-Executive, Independent Director
Mrs. Gayathri Shrinivasan Iyer
Mr. Mangina Srinivas Rao
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
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 AnnualGeneral 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 highstandards of integrity. Further, all the Directors of the Company have also given declaration that they are not disqualified from holdingthe 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.
During the year under review as on the date of this report, the following changes took place in Key Managerial Personnel of the Company.
Appointment/Resignation/Change in Designation
Mr. Vishal Omprakash Sharma
Chief Financial Officer (CFO)
14-11-2024
Mr. Rahul Jashvant Shah
Ms. Divya Reejwani
Company Secretary & Compliance Officer
24-05-2025
Ms. Isha Arora
25-05-2025
Other details of the Directors on the Board such as:
I. the number of other Directorships, CommitteeChairmanships/Memberships held by the Directors inother 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 theCompany for the year under review, which forms part of thisBoard's Report.
Further, details with respect to the meetings of the Board,its committees and remuneration of Directors etc. are alsodisclosed in the 'Corporate Governance Report' of theCompany for the year under review, which forms part of thisBoard'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 ason the date of the balance sheet.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'SOPERATION IN FUTURE
During the year under review, no significant and material ordershave been passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controlswith reference to financial statement, across the organization.The same is subject to review periodically by the internal auditdepartment for its effectiveness. During the financial year, suchcontrols were tested and no reportable material weakness in thedesign or operations were observed.
INTERNAL COMPLAINTS COMMITTEE UNDER THESEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
The Company has zero tolerance for sexual harassment atworkplace and has adopted a gender neutral Policy on Prevention,Prohibition and Redressal of Sexual Harassment at its workplacein line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013and the rules made there under for prevention and redressal ofcomplaints of sexual harassment at workplace. The Company hasa framework for employees to report sexual harassment casesat workplace and the process ensures complete confidentialityof information. The Company has complied with the provisionrelating to the constitution of Internal Complaints Committee(IC Committee) under the Sexual Harassment of Women at theWorkplace (Prevention, Prohibition and Redressal) Act, 2013.The IC Committee includes external member with relevantexperience and majority of the members of the IC Committeeare women. Thorough investigation of each case are conductedby the IC Committee and thereafter decisions are made. Therole of the IC Committee is not restricted to mere redressal ofcomplaints but also encompasses prevention and prohibition ofsexual harassment.
During the period under review, no complaints were receivedfrom employees in this regard.
Details
Number of complaints of sexual harassmentreceived in the year
NIL
Number of complaints disposed off during the year
Number of cases pending for more than ninety days
A STATEMENT BY THE COMPANY WITH RESPECT TOTHE COMPLIANCE TO THE PROVISIONS RELATING TOTHE MATERNITY BENEFITS ACT, 1961
The Company affirms that it is fully compliant with the provisionsof the Maternity Benefit Act, 1961, including all applicableamendments thereof.
During the year under review, the Company has ensured thatall eligible female employees were granted maternity benefitsin accordance with the provisions of the Act. There were noinstances of non-compliance or complaints reported under theMaternity Benefit Act, 1961 during the reporting period.
THE DETAILS OF APPLICATION MADE OR ANYPROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016 DURING THE YEAR
There were no proceedings, either filed by the Company or againstthe Company, pending under the Insolvency and BankruptcyCode, 2016, before the National Company Law Tribunal or anyother courts as on March 31, 2025.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATIONDONE AT THE TIME OF ONE TIME SETTLEMENT ANDTHE VALUATION DONE WHILE TAKING LOAN FROMTHE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE REASONS THEREOF
There was no instance of one-time settlement with any Bank orFinancial Institution, during the period under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTSMADE WITH RELATED PARTIES
The Company has not entered into any related party transactionas provided in sub-section (1) of section 188 of the CompaniesAct, 2013 which is not in its ordinary course of business or not onarm's length basis.
Hence, in accordance of proviso four of sub-section (1) of section188 of the Act, the sub-section (1) of section 188 of Act, 2013 isnot applicable for the financial year.
The policy in Related Party Transactions is uploaded onthe Company's website i.e. https://tccltd.in/investor-relations/policies/.
In compliance with the requirement of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("Listing Regulations") names of relatedparties and details of transactions with them have been includedin Note nos. 34 and 40 to the standalone and consolidatedfinancial statements, respectively, forming part of thisIntegrated Annual Report.
DIVIDEND
Keeping in view the current financial position of the Company,Board of Directors of the Company, has decided not to recommendany 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 draftAnnual Return of the Company is available on the Company'swebsite under the web link https://tccltd.in/investor-relations/annual-return/.
PARTICULARS OF EMPLOYEE, DIRECTORS ANDRELATED DISCLOSURES
The statement containing particulars of employees, as requiredunder Section 197 of the Companies Act, 2013, read with rule 5(2)of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, is as follows, however, in terms of Section136 of the Companies Act, 2013, the Annual Report is being sentto the shareholders and others entitled thereto, excluding detailsof top ten employees in terms of remuneration drawn, which isavailable 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 copythereof till the date of Annual General Meeting, such shareholder may write to the Company Secretary at compliance@tccltd.inin this regard.
Details pertaining to remuneration as required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointmentand 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 year2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year2024-25 are as under:
Sr.
No.
Remuneration of Director/
% Increase/ (Decrease)
Ratio of remuneration of
Name of Director/ KMP and Designation
KMP for financial year2024-25 (in Lakh)
in Remuneration in theFinancial Year 2024-25
each Director/ to medianremuneration of employees
1
Mr. Umesh Kumar Sahay, ManagingDirector
60.00
500%
13.32:1
2
Mr. Abhishek Narbaria,Non-executive Director
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, IndependentDirector*
0.90
-57.14%*
0.20:1
6
Ms. Gayathri Srinivasan Iyer, IndependentDirector
4.25
7
Mr. Mangina Srinivas Rao, IndependentDirector@
1.50
NA
0.33:1
8
Mr. Rahul Jashvant Shah#, Chief FinancialOfficer
14.91
NA#
3.31:1
9
Ms. Divya Reejwani,Company Secretary
2.40
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 notedthat the remuneration of the aforesaid directors was duly approved by the shareholders of the Company at the General Meeting heldon March 30, 2023 and September 30, 2024. The year-wise details of the remuneration so approved and the actual remuneration drawnare set out hereunder.
Financial Year 2024-25
Financial Year 2023-24
Approved
Remuneration
Actual Drawn
Rs. 90,00,000/- plusperformance incentivenot exceeding 5%of net profit of theFinancial year.
Rs. 60,00,000
Rs. 60,00,000/- plusperformance incentivenot exceeding 5%of net profit of theFinancial year
Rs. 10,00,000
Rs. 90,00,000 plusperformance incentivenot exceeding 3 %of net profit of theFinancial year.
Rs. 60,00,000/- plusperformance incentivenot exceeding 3 %of net profit of theFinancial year
It is further clarified that both Mr. Umesh Kumar Sahay and Mr. Abhishek Narbaria have drawn only a part of their approved remunerationin both the financial years, with the amounts being well within the limits approved by the shareholders. The apparent increase inremuneration in the current financial year is attributable to the drawal of a higher portion of the approved remuneration and not due toany enhancement in the quantum of remuneration as approved by the shareholders.
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 thefinancial year 2028-29.
Mr. Chirag Sachapara, Proprietor of M/s. Sachapara & Associates, Practicing Company Secretaries was appointed to conduct theSecretarial 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.
The Statutory Auditors' Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, or adverseremark. The report is enclosed with the financial statements in the Integrated Annual Report.
Point-wise explanation or comment on qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in itsreport 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 forclosure of the trading window for the quarter ended 30th September, 2024 wasduly submitted to BSE Limited in XBRL format within the prescribed timeline andis available in the public domain.
Action taken: The Company will ensure that such oversight does not recur inthe 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 Auditorin its report is as follows:
DETAILS IN RESPECT OF FRAUDS REPORTED BYAUDITORS UNDER SUB-SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT
During the period under review, none of the auditors, viz.Statutory Auditors and Secretarial Auditors have reported to theAudit Committee, under Section 143(12) of the Act, any instancesof fraud committed by or against the Company by its officers oremployees, the details of which would require the disclosure inthe Board's Report.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declarations from all theIndependent Directors of the Company confirming that they meetthe criteria of independence prescribed under Section 149(6) ofthe Act read with Rule 5 of the Companies (Appointment andQualification of Directors) Rules, 2014 and Regulation 16(1)(b) ofthe Listing Regulations.
As per Regulation 25(8) of the Listing Regulations, the IndependentDirectors have also confirmed that they are not aware of anycircumstance or situation that exists or may be reasonablyanticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment and withoutany external influence and that they have registered themselvesas an Independent Director in the data bank maintained with theIndian Institute of Corporate Affairs.
Further, the Board members are satisfied with regard to integrity,expertise, experience and proficiency of the IndependentDirectors of the Company.
The Board has taken on record the declarations and confirmationssubmitted by the Independent Directors after undertaking dueassessment of the veracity of the same.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has formulated an effective Whistle BlowerMechanism and a policy that lays down the process for raisingconcerns about unethical behavior, actual or suspected fraud orviolation of the Company's Code of Ethics & Conduct.
Your Company hereby affirms that no Director/Employee hasbeen denied access to the Chairperson of the Audit Committee.No complaint was received through the said mechanism duringthe year under review.
The copy of Vigil Mechanism/Whistle Blower Policy is hosted onthe 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 withthe applicable provisions of Secretarial Standards on Meetingsof the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India andnotified by Ministry of Corporate Affairs in terms of the provisionsof Section 118 of the Act.
POLICY ON DIRECTOR'S APPOINTMENT ANDREMUNERATION
The Board has adopted the Nomination and Remuneration Policyof the Company pursuant to the provisions of Section 178(3) ofthe Act and the Listing Regulations. The Policy includes layingdown criteria for identifying persons who are qualified to becomeDirectors, Key Managerial Personnel ('KMP'), Senior ManagementPersonnel and Other Employees of the Company, laying downcriteria to carry out evaluation of every Director's performance,determining the composition and level of remuneration, includingreward linked with the performance, which is reasonable andsufficient to attract, retain and motivate Directors, KMPs, SeniorManagement Personnel and Other Employees to work towardsthe long term growth and success of the Company.
The Nomination and Remuneration Policy of the Company isavailable on the Company's website under the web link https://tccltd.in/investor-relations/policies/
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO
Considering the nature of the Company's business activities,the provisions relating to disclosure of particulars regardingconservation of energy and technology absorption, as stipulatedunder Rule 8 of the Companies (Accounts) Rules, 2014, read withSection 134(3)(m) of the Act, are not applicable to the Company.
With regard to foreign exchange earnings and outgo for thecurrent year 2024-25 the position is as under:
Financial year ended
|March 31, 2025 March 31, 2024
Income in foreign currency
Expenditure in foreign
currency
CORPORATE SOCIAL RESPONSIBILITY (CSR)
For the financial year 2024-25, the provisions of section 135 ofthe Act were not applicable to the Company on Standalone basis.
However, for the financial year 2025-26, the Company falls withinthe 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 itsCorporate Social Responsibility (CSR) policy and related initiativesduring the financial year 2025-26.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES
As on the end of financial year, details of subsidiaries, jointventures and associate companies is as follows:
Name of Entity
Relation
Brantford Limited
Wholly -owned Subsidiary
Synthar Data Storage PrivateLimited (Formerly known asEMF Clinic Private Limited)
Altrr Software ServicesLimited
NES Data Private Limited1
Subsidiary
A separate statement containing the salient features of financialstatements of subsidiaries/joint venture/associate companies ofthe Company in the prescribed Form AOC - 1 in compliance withSection 129 (3) and other applicable provisions, if any, of the Actread with Rule 5 of the Companies (Accounts) Rules, 2014 formspart of the Annual Report.
The said Form also highlights the financial performance of each ofthe 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 financialstatements of the subsidiary and associate companies areavailable for inspection by the members at the Registered Officeof the Company during business hours on all working days upto the date of the Annual General Meeting of the Company i.e.any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the RegisteredOffice of the Company.
The financial statements including the CFS, and all otherdocuments required to be attached to this report have beenuploaded on the website of the Company at https://tccltd.in/.
OPINION OF THE BOARD WITH REGARD TOINTEGRITY, EXPERTISE AND EXPERIENCE OF THEINDEPENDENT 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 inrelevant field.
Further, all the independent directors have cleared proficiencyself-assessment test conducted by the Indian Institute ofCorporate Affairs.
ANNUAL EVALUATION OF PERFORMANCE OFTHE BOARD, ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board has adopted a formal mechanism for evaluating itsperformance and as well as of its Committees and individualDirectors, including the Chairperson of the Board. The detailedprocess in of annual evaluation of the performance of the Board,its Chairperson, its Committees and of individual Directors hasbeen made available in the Corporate Governance Report formingan integral part of this Board's Report.
MAINTAINANCE OF COST RECORDS
The Company is not required to maintain cost records as specifiedby the Central Government under sub-section (1) of section148 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 ofreference and meetings of the committees are provided in theCorporate Governance Report, attached as Annexure 3.
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of sub-section (5) of section 134of the Act the Board hereby state that-
(a) in the preparation of the annual accounts, the applicableaccounting standards had been followed along with properexplanation relating to material departures;
(b) the directors had selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company atthe end of the financial year and of the profit and loss of thecompany for that period;
(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assetsof the company and for preventing and detecting fraud andother irregularities;
(d) the directors had prepared the annual accounts on agoing concern basis;
(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financialcontrols are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
Corporate Governance Report pursuant to Part C of Schedule V ofthe Listing Regulations is attached to this report as Annexure-3.
Compliance Certificate by Chief Financial Officer pursuant toregulation 17(8) and Part B of Schedule II of the Listing Regulationsis attached to this report as Annexure-4.
The Company has received confirmations from all the Board ofDirectors as well as Senior Management Executives regardingcompliance of the Code of Conduct during the year under review.A declaration by the Managing Director affirming compliance ofBoard Members and Senior Management Personnel to the Codeis attached to this report as Annexure-5.
Compliance Certificate regarding compliance of conditions ofCorporate Governance by Practicing Company Secretary pursuantto Part E of Schedule V of the Listing Regulations is attached tothis report as Annexure-6.
Management Discussion and Analysis pursuant to Part B of ScheduleV of the Listing Regulations form part of the Annual Report.
Your directors would like to express their sincere appreciationto it Members, financial institutions, bankers and businessassociates, Government authorities, customers and vendorsfor their co- operation and support and looks forward to theircontinued support in future. Your directors also place on record,their deep sense of appreciation for the committed services bythe employees of the Company.
On Behalf of the Board of DirectorsFor TCC Concept Limited
Umesh Kumar Sahay
Date: September 8, 2025 Chairman and Managing DirectorPlace: Pune (DIN: 01733060)