Your directors present this integrated Annual Report along with the Audited Financial Statements for the Financial Year ended on
March 31, 2026.

FINANCIAL RESULTS

Your Company’s performance during the Financial Year 2025-26 is summarized below: L_akh_s)

DIVIDEND

As per the Dividend Policy of your Company, your directors are
pleased to recommend a dividend of t 25.00 per equity share as
against a dividend of ? 30.00 per equity share for the previous
year. This year marks the twenty sixth year of continuous
dividend payout for the Company. The pay-out on account of
dividend amounts to ? 2275.00 lakhs, and this corresponds to
23.41% 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 20% of the standalone
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/2025/07/Dividend-
Distribution-Policy.pdf

WORKING REVIEW

Despite a challenging operating environment marked by
geopolitical tensions in Q4, the company has maintained
resilience through increase in domestic market share and strict

cost management. Increasing competition in the Gulf region and
a reduction in the requirement of materials as a consequence of
troubled political and currency markets, regional tensions, and
above all the closure of the Strait of Hormuz and with its resultant
high freight costs impacted our business, resulting in lower export
sales to that region. However, your company has increased its
exports to other parts of the World to soften the lower offtake in
the Gulf region and this diversified geographical spread augurs
well for the future.

Overall, the Company has improved its topline resulting in
an increase of 2.26% year-over-year growth in consolidated
sales, achieving revenue from operations of t 1810.22 Crores.
The standalone revenues increased by 2.34% compared to
the previous year, achieving revenue from operations of
t 1736.15 Crores. During the year under review the Company achieved
EBIDTA of t 317.74 crores (17.31%) on a consolidated basis, and
t 310.87 crores (i.e. 17.63%) on standalone basis, as compared to
t 307.43 crores (17.23%) and t 301.82 crores (17.63%) respectively
in the previous year.

The company also had to recognize higher employee benefit
obligations arising from implementation of the new labour
codes introduced during the last financial year amounting to
t 13.52 crores. This change in policy, has necessitated higher
statutory contributions / provisions, leading to additional pressure
on operating margins and impacting profitability. Resultantly the
profit before tax during the financial year is t 141.34 crores against
t 173.68 crores on consolidated basis and t 140.82 crores against
t 172.67 crores on standalone basis.

SUBSIDIARY COMPANIES

CREATIVE OFFSET PRINTERS PRIVATE LIMITED
(COPPL)

During the year under review, COPPL achieved significant growth
in its revenues. COPPL is well positioned to drive domestic volume
and leverage emerging export demand. Furthermore, COPPL’s
reputation for high-quality rigid boxes continues to attract
prestigious customers across diverse industries.

The Company during the year under review increased its
investment in COPPL by subscribing to 85,036 equity shares
offered on a rights basis for consideration of t 4.80 crore.
As on 31 March 2026, the Company holds 10,52,945 equity
shares in COPPL. As on 31 March 2026, the Company holds 100%
shareholding.

COPPL is continuously engaging in capex in order to enhance the
range of high quality rigid box and gift packaging products it can
cater to, expanding beyond just the smartphone and electronics
industries to better cater to the premium gifting, cosmetics,
perfumes and liquor industries.

ACCURA TECHNIK PRIVATE LIMITED (ATPL)

ATPL inaugurated a new, advanced gravure cylinder manufacturing
facility in Silvassa on November, 2025. With a 1,000-cylinder
monthly capacity, the plant is now fully operational, marking
a significant step forward in production journey. Furthermore,
Management remains optimistic about the ample opportunities
available in this segment and is focused on leveraging its technical
capabilities to drive sustainable growth in the coming financial
year.

The Company during the year under review acquired 25,00,000
equity shares of ATPL for consideration of t 2.50 crore.
As on 31 March 2026, the Company holds 100% shareholding.

TCPL MIDDLE EAST FZE (TME)

During the year under review, TME experienced a decline in both
sales and net profit. The drop in revenue was primarily driven
by reduced demand for packaging materials from customers,
exacerbated by ongoing geopolitical instability and conflicts in the
Middle East. Operationally, TME increased its efficiency; however,
overall net profit was impacted by lease liability adjustments and
associated right-of-use asset depreciation

While regional challenges continue to affect turnover, TME
maintains a positive outlook with a strong focus on its core trading
activities. The management team remains highly vigilant regarding
regional developments that could alter supply chain dynamics,
commodity pricing, or logistics routes.

FUTURE OUTLOOK

The outlook for the packaging industry remains positive,
supported by India’s resilient consumption environment, rising
demand from organised end-user industries, growing preference
for premium and sustainable packaging, and increasing focus
on brand differentiation through innovative and high-quality
packaging solutions.

TCPL is well positioned to benefit from these long-term industry
trends, supported by its leadership position in paperboard
packaging, diversified customer base, pan-India manufacturing
footprint, strong balance sheet, and continued investments
in manufacturing and product development capabilities.
The paperboard packaging business is expected to continue
contributing meaningfully to the Company’s overall growth,
supported by TCPL’s scale, execution capabilities, and long¬
standing customer relationships.

The flexible packaging business also offers meaningful growth
potential, with TCPL focusing on value-added and sustainable
packaging solutions. The Company’s technical capabilities,
customer-specific product development approach, and
investments in advanced manufacturing provide a strong platform
to address evolving requirements in this segment. High-barrier,

recyclable mono-polymer PE pouch solutions, supported by in¬
house polyethylene film capabilities, represent an important area
of innovation and are expected to strengthen TCPL’s positioning
in sustainable flexible packaging.

TCPL will continue to focus on capacity utilisation, operational
efficiencies, customer engagement, product innovation, and
sustainability-led initiatives, while pursuing new growth
opportunities across its businesses. Export markets also
represent important opportunities over the medium to long
term, supported by global supply chain diversification, favourable
trade arrangements including Free Trade Agreements, and rising
demand for reliable packaging partners. With its integrated
capabilities, expanding product portfolio, strong financial position,
and disciplined approach to growth, TCPL remains confident of
strengthening its competitive position and delivering sustainable,
profitable growth over the long term.

TCPL has commenced commercial production at a new greenfield
packaging plant in Chennai which has opened doors to the South
Indian market besides also will be a hub for exports in the future.
The cylinder manufacturing plant setup up by Accura Technik
also gives a lot of strategic value to our existing gravure printing
business and augurs well for the future, as it increases reliability
and quality which is appreciated by customers.

DIRECTORS

After nearly four decades of exceptional leadership and vision,
Mr. K K Kanoria decided to step down as Executive Chairman
effective February 9, 2026, due to his advancing age. The Board
expressed its sincere gratitude for his remarkable guidance and,
in recognition of his pivotal role in establishing the company as
a leader in the packaging industry, appointed him as “Chairman
Emeritus” on an honourary basis. In view of the above,
Mr. Saket Kanoria, has been appointed as Chairman of the
company besides also functioning as the Managing Director by
the Board of Directors, on the recommendation of Nomination and
Remuneration Committee, with effect from February 10, 2026.
There is no change in his remuneration, tenure, or other terms and
conditions of appointment as Managing Director, except for the
change in designation and additional responsibilities as Chairman.

In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Company’s Articles of Association,
Mr. Saket Kanoria and Mr. Akshay Kanoria, retire by rotation at
the forthcoming Annual General Meeting of the Company and
being eligible, offer themselves for re-appointment. The Board,
re-appointed Mr. S G Nanavati, as Executive Director and
Mr. Vidur Kanoria as Executive Director for term of three years,
pursuant to expiry of their term of appointment.

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. 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 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, 2026, 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 5 (five) meetings of the Board of
Directors of the Company were held on May 6, 2025, May 30,
2025, July 31, 2025, November 14, 2025, and February 9, 2026.
The details of the number of meetings of the Board held during
the Financial Year 2025-26 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.

CONSOLIDATED FINANCIAL
STATEMENTS

The Board has reviewed the affairs of its subsidiaries. The Company
does not have any associate or joint venture companies as on March
31, 2026. The Company entered into a Share Purchase Agreement
dated March 9, 2026 for subscribing to 26% of the equity share
capital of Clean Max Hana Private Limited. The separate audited
financial statements of each of the subsidiaries are available on
the Company’s website at www.tcpl.in. 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 30, 2025, July 31, 2025, November 14, 2025, and
February 09, 2026.

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 30, 2025, July 31, 2025, November
14, 2025, and February 09, 2026.

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 30, 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 27, 2025.

The CSR Committee of the Company, during the year under review
was 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, 2025, and December
22, 2025. 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

85,036 equity shares for consideration of t 4.08 crores
and 25,00,000 equity shares of ATPL at consideration of
t 2.5 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. 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 30, 2025.

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
34th Annual General Meeting held on 10th 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 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. The Nomination and Remuneration

Committee, at its meeting held on March 27, 2025, 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 1 1623.80 per option. The Options granted under
second tranche will be vested in 3 instalments on the expiry of 24
months, 36 months and 48 months from the date of grant. The
options can be exercised on any day over a period of three 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 March 31,2026 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, 2026.

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 March 31, 2026

1. Senior Management Personnel

(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 Trust

Number of shares held at the beginning of 20330
the year

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 2025-26:

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 2025-26. The Secretarial Audit Report for Financial
year 2025-26 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 authorised share capital of the Company is ? 24.00 crores
divided into 2,40,00,000 equity shares of ? 10/- each and the
paid-up equity share capital is ? 9.10 crores comprising of
91,00,000 equity shares of ^ 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 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 five forms of capital viz. financial capital,
human capital, social capital and natural capital.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on March 31, 2026 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, 2026. 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 2464 employees on the Company’s payroll as of
March 31, 2026.

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. The Company
has complied with the provisions of the Maternity Benefit Act,
1961

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,
Chennai and Guwahati are as under:

1. Installation of Energy efficient compressor with
heatrecovery 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 ^ 528.97 crores

Foreign Exchange Outgo ^ 148.53 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 34th
Annual General Meeting (AGM) of the Members held on August
10, 2022, until the conclusion of the 39th 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 2025-26, as required under Section 204 of the
Companies Act, 2013 and rules made thereunder. The Secretarial
Audit Report for Financial year 2025-26 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 2025-26, 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 2025-26, 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 37th Annual General
Meeting (“AGM”) held on July 31, 2025, 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 2026-27, 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 38th 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 also wish to record their appreciation to all the lender
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

Saket Kanoria

Place: Mumbai Chairman and Managing Director

Date: May 28, 2026 DIN:00040801