TCI Industries Ltd

Dear Members,

The Board of Directors are pleased to present the Company's Sixtieth Annual Report and the Company's

Audited Financial Statements for the financial year ended March 31, 2025.

The summarized standalone results of your Company are given in the table below.

*previous year's figures have been regrouped/rearranged wherever necessary. hearing

Forward looking statements hearing in near

Statements in this Management Discussion and Analysis of Financial Condition and Results of Operations of the Company describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Forward looking statements are based on certain assumptions and expectations of future events.

The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. The

Company assumes no responsibility to publicly amend, modify or revise forward-looking statements, on the basis of any subsequent developments, information or events.

During the financial

Company reported a significant improvement in its operational performance, with Revenue from Operations rising to Rs. 283.02 lakhs as compared to Rs. 139.18 lakhs in the previous year, reflecting a robust growth of approximately 103.30%. This growth highlights the

Company's continued efforts to scale its operations and expand its market reach.

However, despite the increase in revenue, the Net Loss widened to Rs. 224.03 lakhs, compared to Rs. 103.87 lakhs in the previous year. This was primarily due to a rise in expenses amounting to Rs. 236 lakhs, mainly repairs which were essential considering the condition of structures and to increase area for revenue generation as also in Employee Benefit expenses an amount of onetime lump sum amount payable at end of three years to the Executive Director of the Company. This exceeded the effect of the Rs. 143.84 lakhs increase in revenue.

The Company regularly keeps evaluating strategic and operational initiatives aimed at improving financial performance and enhancing overall efficiency.

The SLP filed by the Company in the Hon'ble Supreme Court of India, challenging the order of the Honorable Bombay High Court in the matter of refusal by Municipal

Corporation of Greater Mumbai to the plans submitted by the company on the main ground of objection raised by Indian Navy, was listed on various dates during the yearunderreview for final the Honorable Supreme Court. However, the matter did not reach for final hearing. It is expected that the Company's SLP may future post getlistedforfinal the summer vacation of the Honorable Supreme Court.

As apprised in the last year's Directors' Report, in May 2021 due to cyclone Taukte part of the sea-retaining wall on south-east side of the Company property was severally damaged, which resulted in part of platform behind the sea retaining wall getting washed away and some structures also getting damaged. The said cyclone also washed away part of the sea retaining wall & platform on outside of west side of Company property, belonging to the Mumbai

Port Trust (MbPT). This resulted in part of Company land getting eroded with ingress of sea water. The Company

& MbPT had been exchanging letters for repairs of their sea-retaining wall & platform which was damaged during earlier monsoons. However, as stated in last report, MbPT did not carry out required repairs and it had taken a stand that it will not carry out repairs/reconstruction of their sea-retaining wall/platform and that it has no objection to our Company carrying out the same at our cost.

As stated in the last report, the Hon'ble Supreme Court vide its order dated July 11, 2022 permitted the Company to carry out repairs/reconstruction of damaged sea retaining wall/compound wall/platform at the Company's cost. Subsequently, the Company obtained the necessary approval of MCGM after obtaining approvals from Maharashtra Coastal Zone Management Authority (MCZMA) and State Environment Impact Assessment Authority (SEIAA).

Since then the Company has successfully completed the repairs and reconstruction of the sea-retaining wall and platform on the south-east side, with the entire surface finished in concrete. This extensive work also included additional structural improvements to enhance the durability and safety of the infrastructure, reflecting the

Company's commitment to quality and precision.

Over the last few years, the management has made significant revenue from services by upgrading infrastructure through substantial investments and reaching out to new customer segments while maintaining focus on the existing ones. Looking ahead, the Company plans to further improve its infrastructure and carry out necessary repairs and renovations to certain structures to attract a broader range of customer segments and enhance revenue potential.

The recently reconstructed and restored sea-retaining wall and platform has resulted in a sea abutting area attractive for various types of events in addition to film & Ad shoots, which is expected to generate additional revenue. Furthermore, major planned repairs and renovations of other structure are expected to create space which otherwise was unusable for revenue generating activities.

Given these developments and the ongoing efforts, the

Company remains optimistic about achieving better results in the current year and the near future.

The Company has in place adequate financial controls for ensuring the orderly and efficient conduct of business including adherence to Company's policies, the

Details of significant movement in key financial ratios y The current ratio declined to 0.45 in FY 2024-25 as against 0.64 in the previous year due to increase in short term borrowings.

safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The Internal Financial Controls commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Company has appointed M/s. Gokhale & Sathe, Chartered Accountants, Mumbai, as Internal Auditors to carry the internal audit. The Internal Auditors' Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.

The Company has developed and implemented the Risk Management system whereby a Risk Management

Committee has been constituted to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company's strategic objectives. The Committee periodically briefs the Board on various issues along with its suggestions/ recommendations, based on which the Board takes decisions.

The Company strongly believes its employees are the most valuable asset. Our endeavor is to provide a work environment where continuous learning and development takes place to meet the changing demands and priorities of the business. The Company have 4 (four) permanent employees on roll.

Key Financial Ratios y The debt equity ratio increased to 0.18 in FY 2024-25 as against 0.07 in the previous year due to increase in short term borrowing. y The operating profit margin declined to (0.62) in FY 2024-25 as against (0.43) in the previous year primarily due to increase in losses during the year under review. y The net profit margin declined to (0.76) in FY 2024-25 as against (0.59) in the previous year due to increase in losses during the year under review. y The return on net worth declined to (0.20) in FY

2024-25 as against (0.10) in the previous year due to increase in losses during the year under review.

It is not proposed to transfer any amount to reserve during the financial year ended March 31, 2025.

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

There was no significant the regulators or courts or tribunals which may impact the going concern status and Company's operations in future.

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Shri Mahendra Agarwal, Non-Executive and Non-Independent Director of the Company, has resigned as a Director of the Company due to personal reasons, effective June 25, 2024. The Board expresses its deep appreciation for his invaluable service and meaningful contributions to the Company during his tenure, acknowledging the had on its growth and operati significant ons.

Based on the recommendation of the Nomination and Remuneration Committee and subject to approval of the

Members, the Board of Directors of the Company in their Meeting held on January 15, 2025, has re-appointed Shri Sunil K. Warerkar as Whole-time Director, designated as ‘Executive Director' of the Company for a further period of 3 (three) years with effect

2028.

The second termfiveconsecutive years for Shri of

Ravishanker Jhunjhunwala, Chairman and Independent Director, and Shri Siddharth Mehta, Independent Director, of the Company, is set to conclude at the ensuing Annual General Meeting. Following the conclusion of their terms, as per the provisions of Section 149 of the Companies Act, 2013, they will no longer be eligible to continue as

Independent Directors of the Company.

To ensure continued adherence to high standards of corporate governance, the Board of Directors, based on the recommendation of the Nomination and Remuneration

Committee, has appointed Shri Jagdish Chandra Sharma and Shri Sujan Sinha as Additional Directors of the Company in the capacity of Independent Directors with effect from May 09, 2025. In accordance with Section 161 of the Companies Act, 2013, they shall hold office the date of the ensuing 60^th Annual General Meeting and are eligible to be appointed andmaterialorderpassedby as Independent Directors for a term of five consecutive years.

The Board of Directors has recommended the appointment of Shri Jagdish Chandra Sharma and Shri Sujan Sinha as

Independent Directors for a term spanning from May 09, 2025, to May 08, 2030, subject to approval by the Members at the forthcoming Annual General Meeting.

The Company is confident that their wealth of experience and expertise will further bolster the Company's governance framework and contribute significantly to its growth and success.

In accordance with the applicable provisions of the

Companies Act, 2013 and the Articles of Association of the Company, Shri Ashish Agarwal and Shri Utsav Agarwal, Directors of the Company, will retire by rotation at the ensuing Annual General Meeting. Both Directors being eligible, have offered themselves for re-appointment and the Board recommends their re-appointment.

The brief resume of the Directors seeking appointment/reappointment, including their nature of expertise in specific functional areas, details of other listed companies in which they hold Directorships, memberships of the Committees of the Board, and their shareholdings in the Company, are provided in the Notice of the ensuing 60^th Annual General Meeting.

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under

Schedule III to the Act, have been followed and there are no material departures from the same; (b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company as at March 31, 2025 and of the loss of the

Company for the year ended on that date; (c) the Directors have taken proper and for the maintenance of adequate accounting records in accordance with the provisions of the 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 are 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.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. V. Singhi & Associates, Chartered Accountants, registered with the

Institute of Chartered Accountants of India under Firm registration no. 311017E, were appointed as the Statutory

Auditors of the Company, for a second term of 5 (five) consecutive years starting from the conclusion of 57^th Annual General Meeting held on August 10, 2022 till the conclusion of 62^nd Annual General Meeting to be held in the year 2027. The Company has received a confirmation from the said Auditors that they are not disqualified from continuing as Auditors of the Company.

The Report given by M/s. V. Singhi & Associates, Chartered Accountants, on the financial statements of the

Company is a part of the Annual Report. The notes on the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Pursuant to the provisions of Section 204 of the

Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as Annexure 1, to this report. sufficientcare The Secretarial Audit Report does not contain any qualification, reservation or adverse remark ordisclaimer.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any instances committed in the Company by its Officers or Employees to the Audit Committee, as stipulated under Section 143(12) of the Companies Act, 2013. Accordingly, there are no details requiring disclosure in this Report.

No bonus shares were issued during the financial year 2024-25.

There were no shares issued with differential rights during the financial year 2024-25.

C) Issue of sweat equity shares

No sweat equity shares were issued during the financial year 2024-25.

D) Issue of employee stock options

No employee stock option was given or issued during the financial year 2024-25.

E) Issue of preference shares a. The Members have accorded their approval by passing a Special Resolution through Postal

Ballot on March 25, 2023, for issue of upto 250000 nos. of Non-Convertible Redeemable

Preference Shares (NCRPS) of Face Value of

Rs. 100/- each at an issue price of Rs. 400/- each (including premium of Rs. 300/- each) aggregating to Rs. 10,00,00,000/- (Rupees

Ten Crore only) on a private placement basis to the Promoter(s) and Promoter Group entities (including Associate Companies) and Related

Parties of the Company from time to time, for cash.

Accordingly, the Share Allotment Committee of the Board of Directors, pursuant to the powers delegated by the Board of the Company, during the year under review, has offered and allotted 74915 nos. of NCRPS to the Promoter(s) and

Promoter Group entities for cash.

The below are the objects of the issue as mentioned in the explanatory statement to the

Postal Ballot Notice dated February 11, 2023: i. To meet working capital requirements of the Company; ii. To carry out major repairs/ reconstruction of structure/wall/platform work at the

Company's property situated at Colaba,

Mumbai; and iii. General corporate purpose including repayment of unsecured loans. The proceeds of the issue have been/will be utilised towards the aforesaid objects of the issue. There is no deviation or variation in the utilisation of proceeds of the said issue between projected utilisation of funds made by the Company as mentioned aforesaid and the actual utilisation of funds. The validity of the issue is till the allotment of NCRPS done by the Company upto the said limit approved by the Members.

NCRPS are redeemable at premium of maximum 18% [simple] p.a. on the issue price, i.e. maximum Rs. 400/- per share, as the Company may deem fit, in accordance with the relevant provisions of the Companies Act, 2013 out of profits available for distribution as dividend and/or by issue of fresh shares, in one or more tranches at the option of the Company only. The said NCRPS are redeemable within the maximum permissible time period under the provisions of Section 55 of the Companies Act, 2013, which period is presently 20 years from the date of issue of NCRPS, or such other extended period which may be provided by any subsequent modification or amendment to the Companies Act, 2013 OR on an earlier date only at the discretion of the Company.

Further, as the Company will be allotting Non-Convertible Redeemable Preference Shares, there will be no change in the paid-up equity share capital of the Company. The said shares shall not be convertible into equity shares and the same shall not be listed with any Stock Exchange.

F) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the Company for purchase of its own shares by employees or by trustees for the benefit of employees. During the year under review, as a result of issue of 74,915 numbers of 0% Non-Convertible Redeemable Preference Shares, the issued, subscribed and paid up share capital of your Company increased to Rs. 9,92,09,110/-, comprising of 8,96,791 Equity shares of Rs. 10/- each and 9,02,412 Preference Shares of Rs. 100/- each.

The Annual Return of the Company as on March 31, 2025 is available on the Company's website and can be accessed at the link: https://www.tciil.in/pdf/Annual%20

Return%20-%202024-25.pdf

As on March 31, 2025, the Company had no subsidiary, joint ventures, and associate companies.

Particulars of contracts or arrangements made with related parties referred to in Section 188(1) of the Companies

Act, 2013, in the prescribed Form AOC-2, is appended as

Annexure 2 to the Board's Report.

During the financial year under review, the Company has not given any loans, made any investments, provided any guarantees, or offered any securities pursuant to the provisions of Section 186 of the Companies Act, 2013.

A) Details of the ratio of the remuneration of each Director to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014:

i) Median remuneration of employees of the Company during the financial year 2024-25 was Rs. 9,33,920/-.

ii) Median remuneration of employees of the Company during the financial year 2023-24 was Rs. 9,05,667/-. In the financial year under review, there was an increase of 3.12% in the median remuneration of employees as increments were granted to few employees based on the performance of the employees.

iii) There were 4 confirmed employees on the rolls of the

Company as on 31^st March 2025. iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration:

In the financial year 2024-25 there was an average increase of 9.88% in the fixed remuneration of the employees (other than the managerial personnel), however, there was no increase in the remuneration of the managerial personnel.

v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key

Managerial Personnel and other Employees.

B) Details of top ten employees in terms of remuneration drawn and other employees of the Company as required pursuant to rule 5(2) of the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014:

During the year under consideration, none of the employees of the Company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, particulars as required under rule 5(2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are not given.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

Since the CSR norms are not applicable to the Company, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2024-25, the Board met 6 (six) times i.e. on May 13, 2024, August 10, 2024, September 04, 2024, October 14, 2024, November 12, 2024 and January 15, 2025.

The below table gives the details of the attendance of the Directors at the Board meetings held during the year and at the previous Annual General Meeting (AGM) held on July

20, 2024:

The details of composition of the Committees of the

Board of Directors, meetings of the Committees and the attendance of the Committee Members, are as under:

During the financialyear 2024-25, the Audit Committee met 6 (Six) times i.e. on May 13, 2024, August 10, 2024, twice on September 04, 2024, November 12, 2024, and January 15, 2025. The below table gives the composition and attendance record of the Audit Committee:

1. Shri Siddharth Chairman 6 6 Mehta

2. Shri Member 6 4 Ravishanker Jhunjhunwala

3. Shri Vikas Member 6 5 Agarwal b. Stakeholders' Relationship Committee

During the financial year 2024-25, the Stakeholders' Relationship Committee met once on May 13, 2024.

The below table gives the composition and attendance record of the Stakeholders' Relationship Committee:

During the financial year 2024-25, the Nomination and Remuneration Committee met 2 (two) times i.e. on May 13, 2024 and January 15, 2025. The below table gives the composition and attendance record of the Nomination and Remuneration Committee:

During the financial year 2024-25, the Risk

Management Committee met once on March

12, 2025. The below table gives the composition and attendance record of the Risk Management Committee:

During the financial year 2024-25, the Committee met 27 (Twenty Seven) times mainly to offer & allot 0% Non-Convertible Redeemable Preference Shares i.e. on April 01, 2024, April 10, 2024, 17^th April, 2024, May 04, 2024, May 08, 2024, May 14, 2024, May 16, 2024, May 31, 2024, June 05, 2024, June 07, 2024, June 14, 2024, June 18, 2024, June 20, 2024, July 15, 2024, July 16, 2024, August 05, 2024, August 14, 2024, August 21, 2024, September 04, 2024, September 16, 2024, October 14, 2024, October 19, 2024, November 04, 2024, November 06, 2024, November 15, 2024, November 19, 2024 and November 27, 2024. The below table gives the positive attributes and independence of a composition and attendance record of the Share Allotment Committee:

The Vigil Mechanism as envisaged in the Companies

Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy (Vigil Mechanism) of the Company may be accessed on its website at the link: https://www.tciil.in/pdf/Whistle%20Blower%20Policy.pdf

The Company has in place an Anti-Sexual Harassment

Policy in line with the requirements of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company has constituted the Internal Complaints Committee to consider and resolve all sexual harassment complaints. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013.

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 had adopted by the Board and can be accessed on the Company's website at the link: https://www.tciil.in/pdf/NOMINATION%20&%20 REMUNERATION%20POLICY.pdf

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The Company has received declarations from all the

Independent Directors of the Company, confirming that, they meet criteria of independence as prescribed under

Section 149(6) of the Companies Act, 2013 and Reg. 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as

Independent Directors of the Company.

Based on the declaration received from all the Independent

Directors and also in the opinion of the Board, all Independent Directors possess integrity, expertise, and areexperience & proficiency independent of the management.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of

Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2024-25.

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which this report relates and the date of the report except as otherwise, if any, mentioned in this Director's Report.

There had been no changes in the nature of Company's business. To the best of information and assessment there has been no material changes occurred during the financial year generally in the classes of business in which the Company has an interest except as otherwise mentioned in this Directors' Report.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years, which required to transfer to the Investor Education and Protection Fund

(IEPF). Therefore, there were no funds which were required to be transferred to IEPF.

Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 are not applicable to the Company.

Your Directors take this opportunity to place on record their appreciation of the trust and confidence reposed by you in the Company and all others, who are connected with the

Company in any manner.