TCPL Packaging Ltd Directors Report

To,

The Members,

Your directors have pleasure in submitting the Thirty Sixth Annual Report along with Audited Financial Statement for the Financial Year ended on 31^st March 2024.

FINANCIAL RESULTS

Your Companys performance during the Financial Year 2023-24 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Year	Year	Year	Year
	2023-24	2022-23	2023-24	2022-23
Sales	145,821.24	140,001.42	151,277.95	144,220.56
% Increase over previous year	4.16	32.59	4.89	35.37
Other Income	3,959.25	4,182.24	3,917.38	4,229.55
Net Sales including Other Income	149,780. 40	144,183.66	155,195.33	148,450.11
EBITDA	26,084.56	24,565.37	26,199.89	24,560.95
EBITDA % of Net Sales	17.89	17.55	17.32	17.03
From which have been deducted:
Interest / Finance Charges	5,214.03	4,362.27	5,585.10	4,736.57
Leaving a cash profit of	20,870.53	20,203.10	20,614.79	19,824.38
Depreciation	6,766.32	6,094.60	7,156.56	6,393.64
Profit Before Tax and Exceptional Items	14,104.21	14,108.50	13,458.23	13,430.74
Exceptional Items	-	1,727.73	-	1,727.73
Profit Before Tax	14,104.21	15,836.23	13,458.23	15,158.47
Provision for Tax	3,595.25	3,825.00	3,595.25	3,825.00
Current tax of earlier years	(7.71)	(43.58)	(7.71)	(43.58)
Provision for Deferred Taxation	(137.20)	300.73	(266.03)	333.04
Profit After Tax	10,653.87	11,754.08	10,136.72	11,044.01
Other Comprehensive Income/ (Loss)	(131.71)	(26.57)	(126.70)	(20.52)
Leaving a balance of	10,522.16	11,727.51	10,010.02	11,023.49

DIVIDEND

As per the Dividend Policy of your Company, your directors recommend a dividend of Rs. 22 per equity share as against a dividend of

Rs. 20 per equity share for the previous year. Your directors are pleased to inform that the proposed dividend is once again the highest dividend the Company has paid in its history. This year marks the twenty fourth year of continuous dividend payout for the Company. The pay-out on account of dividend amounts to Rs. 2,002 lakhs, and this corresponds to 19.75% of the consolidated profit. Dividend, if approved by the Members in the ensuing Annual General Meeting, would be subject to deduction of tax at source as per provisions of Income Tax Act, 1961, as applicable.

The Board of Directors of your Company has approved and adopted the dividend distribution policy of the Company and dividend declared/recommended are in accordance with the said Policy. In terms of the policy, equity shareholders of the Company may expect Dividend if the Company has surplus funds and after taking into consideration relevant internal and external factors enumerated in the policy for declaration of dividend. The policy also enumerates that the Company would endeavour to maintain a total dividend pay-out ratio around 20% of the consolidated Profits after Tax (PAT) of the Company in any Financial Year. The dividend distribution policy is available on the weblink https://www.tcpl.in/wp-content/uploads/2021/05/Dividend-Distribution-Policy.pdf

WORKING REVIEW

The Company has achieved a revenue growth of 4.89 % on consolidated basis, compared to the previous year, achieving turnover of Rs. 1,512.78 Crores. The standalone revenues increased by 4.16 % compared to the previous year, achieving turnover of Rs. 1,458.21 Crores. The growth in revenue of the Company during the year under review has been impacted by slowdown in the growth of consumer products and reduction of prices on account of lower feedstock rates. Furthermore, we are pleased to highlight the remarkable growth in our exports, which rose by 25.51% to reach Rs. 460.22 crores for the year ended 31^st March 2024, as against Rs. 366.69 crores in the previous year ended 31^st March 2023. We are also pleased to report that our EBITDA margin as a percentage of sales has improved significantly. On a consolidated basis, the margin increased and stood at 17.32%, while on a standalone basis, it is 17.89% during the year, as compared to 17.03% and 17.55 % respectively in the previous year.

The Company also have continuously been adding new customers and strengthening the 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 and diversified product portfolio. The Companys technological advancements, geographical reach, and strong governance practices provide a solid foundation for future growth.

FUTURE PROSPECTS

We are pleased to inform that operations of Creative Offset Printers Private Limited ("COPPL") have witnessed a considerable improvement since the takeover, 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 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 away from authoritarian nations such as Russia and China. This shift in sentiment presents a compelling opportunity for Indian exports. The "China+1" strategy, which involves diversifying supply chains away from sole dependence on China, is gaining traction. Companies and countries are actively exploring alternatives and seeking new trade partnerships.

Overall, the Companys proactive approach in exploring and leveraging opportunities arising from the shift in sentiment and the "China+1" policy will position the Company well for sustained growth and success in the future.

Considering the positive outlook of the packaging industry and the strategic moves made by the Company, the directors confidence in the Companys performance in the coming years is well-founded. However, its 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 Mr. Atul Sud, Mr. Sudhir Merchant, and Mr. Rabindra Jhunjhunwala ceased to be Directors, upon completion of the second term of their appointment as Independent Directors of the Company, on 31^st March 2024. The Board places on record its sincere appreciation for the remarkable support and guidance provided by them during their tenure on the Board of the Company. The Board, based on the recommendations of the Nomination and Remuneration Committee, appointed Mr. Sanjiv Anand, and Mr. Tarang Jain, as an Additional Directors to hold Office of Independent Director for a period of 5 years effective from 23^rd November 2023. The consent of members of the Company was duly obtained through notice of postal ballot dated 23^rd November 2023. The Board, based on the recommendation of Nomination and Remuneration Committee re-appointed Mrs. Deepa Harris, as Independent Director for second term of five years commencing from 1^st April 2024 and appointed Mr. Ashish Razdan, as an Additional Director to hold the Office of Independent Director for a term of five years commencing from 21^st March 2024. The consent of members of the Company was duly obtained through notice of postal ballot dated 21^st March 2024. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. S G Nanavati, and Mr. Vidur 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 Board, re-appointed Mr. K K Kanoria, as Executive Chairman, Mr. Saket Kanoria, as Managing Director, and Mr. Akshay Kanoria as Executive Director for term of three years commencing from 1^st October 2024.

The above re-appointments and their terms are as recommended by the Nomination and Remuneration Committee, subject to approval of members of the Company at the ensuing Annual General Meeting of the Company. The information of Mr. K K Kanoria, Mr. Saket Kanoria, Mr. Akshay Kanoria, Mr. S G Nanavati and Mr. Vidur Kanoria as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (herein after referred to as Listing Regulations) are provided in annexure to the Notice. All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors fulfil the conditions of 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 Companys Code of Conduct. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibilities Statement, it is hereby confirmed: -(a) In the preparation of the annual financial statement for the year ended 31^st March 2024, 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:

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

NUMBER OF BOARD MEETINGS

During the year under review 5 (five) meetings of the Board of Directors of the Company were held on 26^th May 2023, 4^th August 2023, 8^th November 2023, 5^th February 2024 and 21^st March 2024. The details of the number of meetings of the Board held during the Financial Year 2023-24 and the attendance therein form part of the Report on Corporate Governance. In view of directive issued by Ministry of Corporate Affairs and the Securities and Exchange Board of India, measures were taken to ensure security of information and confidentiality 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.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review the Company subscribed for 1,54,508 equity shares of Creative Offset Printers Private Limited (COPPL) offered by it on a rights basis and also acquired balance 82,400 shares from the former promoters of COPPL. As a result of the acquisition of all the shares from the former promoters, COPPL has become a wholly owned subsidiary Company. 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 TCPL Innofilms Private Limited and TCPL Middle East FZE continue to be wholly owned subsidiary of your Company. The Board has reviewed the affairs of its Subsidiaries. The Company does not have any associates or joint venture Companies.

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

CORPORATE GOVERNANCE

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

Sr. No. Name	Position
1. Mr. Atul Sud	Chairman – Independent Director
2. Mr. Sudhir Merchant	Member – Independent Director
3. Mr. Sunil Talati	Member – Independent Director

During the year 4 (four) Audit Committee Meetings were held on 26^th May 2023, 4^th August 2023, 8^th November 2023, and 5^th February 2024. The second consecutive term of re-appointment of Mr. Atul Sud and Mr. Sudhir Merchant as Independent Directors ended on 31^st March 2024. On cessation as Directors, as such, the Audit Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Sr. No. Name	Position
1. Mr. Sunil Talati	Chairman – Independent Director
2. Mr. Sanjiv Anand	Member – Independent Director
3. Mr. Tarang Jain	Member – Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

Sr. No. Name	Position
1. Mr. Sudhir Merchant	Chairman – Independent Director
2. Mr. Atul Sud	Member – Independent Director
3. Mr. Rabindra Jhunjhunwala	Member – Independent Director

During the year 4 (four) meetings of the Stakeholders Relationship Committee were held on 25^th May 2023, 4^th August 2023, 8^th November 2023 and 5^th February 2024. The second consecutive term of re-appointment of Mr. Atul Sud, Mr. Sudhir Merchant and Mr. Rabindra Jhunjhunwala as Independent Directors ended on 31^st March 2024. On cessation as Directors, as such, the Stakeholders Relationship Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Sr. No. Name	Position
1 Mrs. Deepa Harris	Chairperson – Independent Director
2 Mr. Tarang Jain	Member – Independent Director
3 Mr. Ashish Razdan	Member – Independent Director

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 during the year under review was as under:

Sr. No. Name	Position
1. Mr. Sudhir Merchant	Chairman – Independent Director
2. Mr. Atul Sud	Member – Independent Director
3. Mr. Sunil Talati	Member – Independent Director
4 Mr. Rabindra Jhunjhunwala	Member – Independent Director

During the financial year the Nomination and Remuneration Committee was held on 25^th May 2023, 8^th November 2023, and 21^st March 2024. The second consecutive term of re-appointment of Mr. Atul Sud, Mr. Sudhir Merchant and Mr. Rabindra Jhunjhunwala as Independent Directors ended on 31^st March 2024. On cessation as Directors, as such, the Nomination and Remuneration Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Sr. No. Name	Position
1. Mr. Sunil Talati	Chairman – Independent Director
2. Mr. Sanjiv Anand	Member – Independent Director
3. Mr. Tarang Jain	Member – Independent Director

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 24^th May 2023.The composition of CSR Committee of the Company, during the year under review was as under:

Sr. No. Name	Position
1. Mr. Sudhir Merchant	Chairman – Independent Director
2. Mr. Saket Kanoria	Member – Managing Director
3. Mr. Rishav Kanoria	Member – Non-Executive Director

The second consecutive term of re-appointment of Mr. Sudhir Merchant as Independent Director ended on 31^st March 2024. On cessation as Director, as such, the Corporate Social Responsibility Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Sr. No.	Name	Position
1.	Mrs. Deepa Harris	Chairperson– Independent Director
2.	Mr. Saket Kanoria	Member – Managing Director
3.	Mr. Rishav Kanoria	Member – Non-Executive Director

RISK MANAGEMENT COMMITTEE

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

Sr. No.	Name	Position
1	Mr. Rabindra Jhunjhunwala	Chairman – Independent Director
2	Mr. K K Kanoria	Member- Executive Chairman
3	Mr. Saket Kanoria	Member – Managing Director
4	Mr. Rishav Kanoria	Member – Non-Executive Director

During the financial year under review the Meeting of Risk Management Committee was held on 4^th August 2023 and 3^rd January 2024. The second consecutive term of re-appointment of Mr. Rabindra Jhunjhunwala as an Independent Director ended on 31^st March 2024 and on cessation as Director, as such, the Risk Management Committee has been re-constituted with effect from 1^st April 2024, comprising of following members:

Sr. No.	Name	Position
1	Dr. Andreas Blaschke	Chairman – Independent Director
2	Mr. Ashish Razdan	Member - Independent Director
3	Mr. K K Kanoria	Member - Executive Chairman
4	Mr. Saket Kanoria	Member – Managing Director
5	Mr. Rishav Kanoria	Member – Non-Executive Director

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 AND INVESTMENTS

During the year under review the Company has not given any loans. However, the Company has given corporate guarantees towards borrowings made by its Wholly Owned Subsidiary Companies Creative Offset Printers Private Limited and TCPL Innofilms Private Limited, to their respective Bankers. During the year under review the Company also acquired 2,36,908 equity shares of Creative Offset Printers Private Limited (COPPL) at a cost of Rs. 12.03 crores. Details of Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of the Annual Report.

RELATED PARTY TRANSCTIONS

All related party transactions that were entered into during the financial year were on an arms length basis 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 partys transactions as required under section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable. All related parties transactions are placed before the Audit Committee for 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-?-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 Annual Report A policy on dealing with related party transactions is available on the website of the Company www.tcpl.in. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its Related Parties

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance. The performance evaluation of the Independent Directors was carried out 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. A separate meeting of Independent Directors was held on 26^th May 2023. 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, Boards Diversity Policy, Related Party Transaction Policy & Vigil Mechanism Policy v. Sharing knowledge and experience for the benefit of the Company. vi. Following up matters whenever they have expressed their opinion. vii. Updated with the latest developments in areas such as corporate governance framework and financial reporting and in the 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 programmes 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. were 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 10^th August 2022 and approved the TCPL Packaging Employee Stock Option Plan 2022 ("TCPL-ESOP 2022"/ "Plan") and also approved the resolution to acquire equity shares by way of secondary acquisition through Trust, to or for the benefit of Eligible Employees under TCPL-ESOP 2022, not exceeding, at any time, 3% of the paid-up equity share capital of the Company, in one or more tranches, at such price and on such terms and conditions as may be fixed or determined by the Committee.

Pursuant to the applicable provisions of the Act and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with erstwhile Regulation, the Company has set up a ‘TCPL ESOP Trust ("Trust") for implementation of the said Scheme. The Trust acquires shares and holds them for the benefit 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 to eligible employees. The Options granted under TCPL ESOP 2022 vests in 4 installments 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.

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 and Sweat Equity) Regulations, 2021 as on 31^st March 2024 with regard to the TCPL-ESOP 2022 are provided as Annexure to this Report and is also available on the Companys website viz.,: www.tcpl.in.

Annexure

Disclosure pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended 31^st March 2024.

A) Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the ‘Guidance note on accounting for employee share-based payments issued by ICAI or any other relevant accounting standards in that regard from time to time are disclosed in Note no. 48 of Notes forming part of the Standalone Financial Statements.

B) Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with ‘Accounting Standard 20 - Earnings Per Share issued by Central Government or any other relevant accounting standards as issued from time to time. This has been disclosed in Note no. 48 forming part of the Standalone Financial Statements. C) Description of TCPL ESOP 2022

(i) Description of each ESOP that existed at any time during the year
Date of Shareholders approval	August 10, 2022.
Total number of options approved under TCPL ESOP - 2022 Vesting requirements	2,73,000 Equity Shares of face value of Rs. 10 each or 3% of the paid-up equity share capital of the Company, whichever is higher The Options granted to any Employee shall vest within the vesting period in the manner as set forth in the grant letter subject to maximum period of 4 years from the date of grant. There shall be a minimum period of one year between the grant of options and vesting of options subject to terms TCPL ESOP - 2022.
Exercise price or pricing formula Maximum term of options granted Source of shares (primary, secondary or combination)	Exercise price for Options granted during the year was Rs. 1,623.80 4 years from the respective date of option granted Secondary Market
Variation in terms of options	None
(ii) Method used to account for ESOS		Fair Value Method for valuation of the Options as prescribed under Ind AS 102.
(iii) Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed.		Not applicable, as the fair value method has been adopted for accounting ESOP expenses.
(iv) Option movement during the year: Number of options outstanding at the beginning of the period Number of options granted during the year		13,306 options are outstanding at the beginning of the period
		Nil
Number of options forfeited / lapsed during the year		983 options are lapsed due to cessation of employment
Number of options vested during the year		2,661 options were vested
Number of options exercised during the year		172 options are exercised during the year
Number of shares arising as a result of exercise of options		172 shares are debited from Trust account and credited to the respective demat account of employees
Money realized by exercise of options (INR), if scheme is implemented directly by the Company		The Scheme is implemented by TCPL ESOP Trust and an amount of Rs. 279,293.60 was realized by exercise of options
Loan repaid by the Trust during the year from exercise price received		N.A.
Number of options outstanding at the end of the year		13,134
Number of options exercisable at the end of the year		2,489 option are exercisable at the end of year (2,661 option were exercisable at the beginning of the year out which 172 options have been exercised)
(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.		Weighted average exercise price: Rs. 1,623.80
		The exercise price equals the fair value of the share on the grant date.
		The fair values of option are as below, with the vesting date shown in brackets:
		Rs. 454.2 (December 6, 2023)
		Rs. 612.9 (December 6, 2024)
		Rs. 733.0 (December 6, 2025)
		Rs. 829.3 (December 6, 2026)

(vi) Employee-wise details of options granted during the year ended on 31^st March 2024:- Nil

(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 Securities Exchange Board of India (SEBI) has prescribed two methods to account for employee stock options viz.
1. the intrinsic value method, and
2. the fair value method.
The Company adopts the fair value method to account for the stock options it grants to the employees. Intrinsic value is the amount, by which the quoted closing market price of the underlying shares as on the date of grant exceeds the exercise price of the option. The fair value of the option is estimated on the date of grant using Black Scholes options pricing model with assumptions as below:
a) the weighted-average values of share price,	Rs. 1,623.80
exercise price,	Rs. 1,623.80
expected volatility,	58% p.a.
expected option life,	2.40 years
expected dividends,	0.6% p.a.
the risk-free interest rate and any other inputs to the model;	6.4% p.a. – 6.9% p.a.
b) the method used and the assumptions made to incorporate the effects of expected early exercise;	The fair value method is used to evaluate the cost. Early exercise is not allowed.
c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and	The expected volatility is based on historical movement of the companys share prices for 3 years before the grant date.
d) whether and how any other features of the options granted were incorporated into the measurement of fair value, such as a market condition.	The market condition has been incorporated using the Black- Scholes option pricing formula.

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

_	Rs. in Lakhs
Net Profit / (Loss)	10,136.72
Add / (Less): Stock based employee compensation (intrinsic value)	-
Add / (Less): Stock based compensation expenses determined under fair value method for the grants issued	(38.66)
Net Profit / (Loss) (proforma)	10,098.06
Basic earnings per share (as reported)	111.39
Basic earnings per share (proforma)	110.96
Diluted earnings per share (as reported)	111.39
Diluted earnings per share (proforma)	110.96
Details related to ESPS	Not applicable
Details related to SAR	Not applicable
Details related to GEBS/ RBS	Not applicable

Details of the Companys Employees Welfare Trust:

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

Name of the Trust	TCPL ESOP Trust
Details of the Trustee(s)	Mr. Manoj Kumar
	Mr. Vivek Dave
	Mr. Vivek Poddar
Amount of loan/advance disbursed by Company / any Company in the group, during the year	2.63 Cr
Amount of loan outstanding (repayable to Company / any Company in the group) as at the end of the year	2.63 Cr.
Amount of loan, if any, taken from any other source for which Company / any Company in the group has provided any security or guarantee	NIL
Any other contribution made to the Trust during the year ii. Brief details of transactions in shares by the Trust :	NIL
Number of shares held at the beginning of the year	NIL
Number of shares acquired during the year through secondary acquisition, also as a percentage of paid up equity capital as at the end of the previous financial year, along with information on weighted average cost of acquisition per share	22,400 Equity Shares (0.25% of paid-up equity capital) at the average price of Rs. 1,172.95 per share were acquired during the previous financial year
Number of shares transferred to the employees / sold along with the purpose thereof	172
Number of shares held at the end of the year	22,228 Equity Shares
iii. In case of secondary acquisition of shares by the Trust :
Number of shares	As a percentage of paid-up equity capital as at the end of the year immediately preceding the year in which shareholders approval was obtained
Held at the beginning of the year	22,400
Acquired during the year	Nil
Sold during the year	NIL
Transferred to the employees during the year	172
Held at the end of the year	22,228

SCHEME OF AMALGAMATION

The Board at its Meeting held on 26^th May 2023 approved the Scheme of Amalgamation under section 230 to 232 of the Companies Act, 2013 for amalgamation of M/s. TCPL Innofilms Private Limited, Wholly Owned Subsidiary of the Company with the Company with effect from 1^st April 2023, the appointed date. The Scheme inter-alia provides for amalgamation of TCPL Innofilms Private Limited (Transferor Company) with TCPL Packaging Limited (Transferee Company) and will result in achieving greater integration and greater financial strength and flexibility and to maximize overall shareholders value and simplification of group structure. The said scheme of amalgamation presented to Hon. National Company Law Tribunal ("NCLT") does not in any way violate, override or limit the provisions of securities laws or requirements of the stock exchange(s).

The NCLT vide its order dated 15^th January 2024, directed to hold meeting of secured creditors and unsecured creditors of the Company. Accordingly, Meeting of both secured creditors and unsecured creditors was held on 7^th March 2024 at the registered office of the Company situated at Empire Mills, Complex 414 Senapati Bapat Marg, Lower Parel, Mumbai 400013. At the said Meetings, both the secured creditors and unsecured creditors, present at the respective Meetings, unanimously approved the resolution pertaining to amalgamation of TCPL Innofilms Private Limited with TCPL Packaging Limited. The petition has been admitted by the NCLT and the final hearing will be heard soon.

POLICY FOR SELECTION, APPOINTMENT AND REMUNERATION OF DIRECTORS INCLUDING CRITERIA FOR THEIR PERFORMANCE EVALUATION

The Company has adopted a "Nomination & Remuneration Policy" which inter-alia includes Companys policy on Board Diversity, selection, appointment and remuneration of directors, criteria for determining qualifications, positive attributes, independence of directors and criteria for performance evaluation of the Directors. The Policy broadly lays down the guiding principles, philosophy, and basis for payment of remuneration to Executive and Non-executive Directors, key managerial personnel, senior management and other employees. The Nomination & Remuneration Policy of the Company has been posted on the website of the Company www.tcpl.in.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics Policy. This mechanism provides adequate safeguards against victimization of directors/employees to deal within stance of fraud and mismanagement, if any. The Vigil Mechanism Policy inter alia provides a direct access to the Complainant to the Chairman of the Audit Committee of the Company. The Vigil Mechanism Policy of the Company is also posted on the Companys website www.tcpl.in.

RISK MANAGEMENT

The Company, being a manufacturer of packaging material, is always exposed to the general risks such as government regulations and policies, statutory compliances and economy related risks as well as market related risks. The Company from time to time identifies such risks and has put in its place appropriate measures for mitigating such risks. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Risk Management Committee reviews the significant risks and decisions that could have a material impact on the Company. These reviews consider the level of risk that the Company is prepared to take in pursuit of the business strategy and the effectiveness of the management controls in place to mitigate the risk exposure.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Audit observations and follow-up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal controls environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance 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 2023-24: a) No of complaints received: Nil b) No of complaints disposed of: N.A.

ANNUAL RETURN

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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 2023-24. The Secretarial Audit Report for Financial year 2023-24 forms part of Annual Report as Annexure to the Boards Report.

PUBLIC DEPOSITS

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

SHARE CAPITAL

As on 31^st March 2024, the authorised share capital of the Company is Rs.10.00 crores divided into 10000000 equity shares of Rs. 10/- each and the paid-up equity share capital is Rs.9.10 crores comprising of 9100000 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.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March 2024 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 Companys state of affairs, profits and cash flows for the year ended 31^st March 2024. 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 2228 employees on the Companys payroll as of 31^st March 2024. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. 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. 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. 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 Equipments.

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

These measures have led to power saving, reduced maintenance time and cost, improved hygienic condition and consistency in quality and improved productivity. Your directors are considering investing in creating more such capacities in the current year.

B. TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earned Rs. 460.22 crores Foreign Exchange Outgo Rs. 169.48 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 BANKRUPTCY 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 10^th August 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 2023-24, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for Financial year 2023-24 forms part of Annual Report as Annexure to the Boards Report. Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company at www.tcpl.in. The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2023-24, 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 35^th Annual General Meeting ("AGM") held on 4^th August 2023, 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 2024-25, 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 36^th Annual General Meeting, in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

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, HDFC Bank Limited and Bajaj Finance Limited for their continued support and timely assistance in providing working capital and long-term fund requirements.