(s) Provisions and Contingent Liabilities/Assets

Provisions are recognised when the Company has a
present obligation as a result of a past event, it is probable
that an outflow of resources embodying economic
benefits will be required to settle the obligation and
a reliable estimate can be made of the amount of the
obligation.

Provisions are measured at the best estimate of the
expenditure required to settle the present obligation at
the Balance Sheet date.

Contingent liabilities are disclosed when there is a
possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events
not wholly within the control of the Company.

Contingent assets are not recognised or accounted for.

(t) Segment Reporting

Operating segments are reported in a manner
consistent with the internal reporting provided to the
chief operating decision maker. The chief operational
decision maker monitors the operating results of its
business Segments separately for the purpose of making
decision about the resources allocation and performance
assessment. Segment performance is evaluated based
on the profit or loss and is measured consistently with
profit or loss in the financial statements. The operating
segments have been identified on the basis of the nature
of products/ services.

(u) Share based payments

Share-based compensation benefits are provided to
employees via the “TCPL ESOP Trust”, Employee Stock
Option Plan 2022 (the ‘ESOP scheme’). The fair value of
options granted under the ESOP scheme is recognised
as an employee benefits expense with a corresponding
increase in other equity. The total amount to be
expensed is determined by reference to the fair value of
the options granted including any market performance
conditions (e.g., the entity’s share price) excluding the
impact of any service and nonmarket performance
vesting conditions (e.g. profitability, sales growth
targets and remaining an employee of the entity over
a specified time period), and including the impact of
any non-vesting conditions (e.g. the requirement for
employees to serve or hold shares for a specific period
of time). The total expense is recognised over the vesting
period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each
period, the entity revises its estimates of the number
of options that are expected to vest based on the non¬
market vesting and service conditions. It recognises
the impact of the revision to original estimates, if any,
in profit or loss, with a corresponding adjustment to
equity. The Company has created a TCPL ESOP Trust
(ESOP Trust) for implementation of the said ESOP
scheme. The ESOP Trust being separate legal entity has
purchased the Company’s share from the open market

which will be issued to employees under ESOP scheme
as and even it is exercised by the employees.

3. Significant accounting j udgements,

estimates and assumptions

1. The preparation of financial statements requires the
use of accounting estimates which, by definition, will
seldom equal the actual results. Management also
needs to exercise judgement in applying the Company’s
accounting policies.

The estimates and judgements involve a higher degree
of judgement or complexity, and of items which are
more likely to be materially adjusted due to estimates
and assumptions turning out to be different than those
originally assessed. Detailed information about each of
these estimates and judgements is included in relevant
notes together with information about the basis of
calculation for each affected line item in the financial
statements.

Critical estimates and judgements

The areas involving critical estimates or judgements are:

• Estimation of current tax expense and payable

• Estimated useful life of intangible asset

• Estimation of defined benefit obligation

• Recognition of revenue

• Recognition of deferred tax assets for carried forward
tax losses

• Impairment of trade receivables and other financial

assets

Estimates and judgements are continually evaluated.
They are based on historical experience and other
factors, including expectations of future events that may
have a financial impact on the Company and that are
believed to be reasonable under the circumstances.

Equity shares issued without payment being received in cash or as fully paid up bonus shares in a period of five years
immediately preceding the date as at which the balance sheet is prepared : Nil ( P.Y. Nil )

The Authorized Share Capital of the Company stands increased from Rupees Ten Crores to Rupees Twenty Four Crores in
view of Rupees Fourteen Crores of TCPL Innofilms Private Limited (Transferor Company) getting transferred and combined
with Authorized Share Capital of the Company (Transferee Company) vide clause 11 of the scheme of amalgamation approved
pursuant to Order passed by Hon. National Company Law Tribunal, Mumbai Bench on June 25, 2024.

ii. Terms/rights attached to equity shares

The company has only one class of equity shares having par value of INR 10 per share. Each holder of equity shares is entitled
to one vote per share. The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of
Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

40. FINANCIAL RISK MANAGEMENT

The Company activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on
the financial performance of the Company, derivative financial instruments, such as foreign exchange forward contracts are
entered to hedge certain foreign currency risk exposures and interest rate swaps to hedge variable interest rate exposures.
Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments. This note explains
the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting
in the financial statements.

(A) Credit risk

Credit risk is the risk that the counterparty will not meet its obligations leading to a financial loss. Credit risk arises from
credit exposures to customers including outstanding receivables.

i. Credit risk management

The company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed
on a group basis for each class of customers. The companyassigns credit limits to each class of accounts receivables, based
on the assumptions, inputs and factors specific to those customers.

The company considers the probability of default upon initial recognition of asset and whether there has been a significant
increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase
in credit risk the company compares the risk of a default occurring on the asset as at the reporting date with the risk of
default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information.

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in
market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk such
as equity price risk and commodity risk.

(i) Foreign currency risk

The company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions,
primarily with respect to the USD and EURO. Foreign exchange risk arises from future commercial transactions and
recognised assets and liabilities denominated in a currency that is not the company’s functional currency (INR). The risk
is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise
the volatility of the INR cash flows of highly probable forecast transactions.

The company’s risk management policy is to hedge prescribed percent of forecasted foreign currency net exposure for the
subsequent six months. As per the risk management policy, foreign exchange forward contracts are taken to hedge net
foreign currency exposure.

(ii) Interest rate risk

The Company’s interest rate risk arises on borrowings with variable rates, which exposes the Company ‘s cash flow to
interest rate risk. During March 31, 2025 and March 31, 2024 the Company’s borrowings at variable rates were mainly
denominated in INR & USD.

T he Company’s fixed rate borrowings are carried at amortised cost. T hey are therefore not subject to interest rate risk as defined
in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market.

Sensitivity Analysis :

Sensitivity of profit and equity on a possible change in interest rate upto 50 bps on variable rate borrowing outstanding is
as under :

41. CAPITAL MANAGEMENT

For the purpose of the company’s capital management, capital includes issued equity capital, share premium and all
other equity reserves attributable to the equity holders. The primary objective of the Company’s capital management is to
maximise the shareholder value.

The company manages its capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. To maintain or adjust the capital structure, the company may adjust the dividend
payment to shareholders, return capital to shareholders or issue new shares. The company monitors capital using a gearing
ratio, which is net debt divided by total capital plus net debt. The company includes within debt, interest bearing loans and
borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations.

(3^ T oT/Viol

* The information has been given in respect of such vendors to the extent they could be identified as “Micro and Small” enterprises
on the basis of information available with the Company.

43. Employee Benefits:

The expenses of monthly salary, allowances and perquisite values have been charged to statement of profit and Loss for the

respective period . Further following benefit also accrue to the employees.

The company has following benefits plan for the employees:

a. Provident fund: Provident fund is a defined contribution plan in which the company contributes to the provident
fund of the employee with the Government Provident Fund Trust. Apart from contributing there is no further obligation
on the company.

b. Leave encashment: Every employee is entitled to earned and sick leave as per the policy of the company. These
leaves may be availed or encashed at the option of the employee. The company has valued the liability on actuarial
and the expense has been charged off to statement of profit and loss.

c. Gratuity: The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972.
Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity
payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for
15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes
contributions to recognised funds in India. The following table shows the expense and liability of funded gratuity
liabilities:

The Company plans to contribute in next year requisite amount to its Gratuity plan.

In the absence of detailed information regarding Plan Assets which is funded with Life Insurance Corporation of India, the
composition of each major category of plan assets, the percentage or amount for each category to the total fair value plan assets
has not been disclosed.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors such as supply and demand in the employment market.

44 Fair Value Measurement

The fair value of financial instruments in the table below has been classified into three categories depending on the inputs
used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets
or liabilities (level 1 measurement) and lowest priority to unobservable inputs (level 3 measurements). The categories used
are as follows:

Level 1: Financial instruments measured using quoted prices. This includes listed equity instruments, mutual funds,
bonds and debentures, that have quoted price / NAV. The fair value of all equity instruments, mutual funds, bonds and
debentures are valued using the closing price / NAV as at the reporting period. None of the financial assets or financial
liabilities qualifies for Level 1 classification.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little
as possible on company-specific estimates. If all significant inputs required to fair value an instrument are observable,
the instrument is considered here. Foreign exchange forward contracts are being classified as Level 2 financial assets and
financial liabilities.

Level 3: The fair value of financial instruments that are measured on the basis of company specific valuations using inputs
that are not based on observable market data (unobservable inputs). Financial assets and financial liabilities like security
deposits, trade receivables, cash and bank balances, loans given, borrowings, trade payables and other financial liabilities
are classified as Level 3 financial assets and financial liabilities.

45. Events occurring after Balance sheet date:

a. The Board of Directors has recommended equity dividend of ^ 30/- per share for the financial year 2024-2025 (Previous
year ^ 22.00 per share ).

46. Amalgamation

The Board of Directors of the Company at their meeting held on 26^th May 2023 and the secured and unsecured creditors
of the Company at their respective meetings held on 7^th March 2024 approved the proposed scheme of arrangement u/s.
230 to 232 of the Companies Act, 2013 for amalgamation of TCPL Innofilms Private Limited into the Company with effect
from April 01, 2023, the appointed date. On completion of all the formalities of the amalgamation, the said amalgamation
became effective June 25, 2024. Consequent to the amalgamation prescribed by the Scheme, all the assets and liabilities
of transferor companies were transferred to and vested in the Company with effect from April 01, 2023 (“the Appointed
Date”).

The amalgamation was accounted under the “pooling of interest” method prescribed under Ind AS 103 - Business
Combinations, as prescribed by the Scheme. Accordingly, all the assets, liabilities and other reserves of transferor companies
were aggregated with those of the Company at their respective book values. As prescribed by the Scheme no consideration
was paid as the transferor Company was wholly owned subsidiaries of the Company.

Figures for the Year ended March 31, 2024 are restated to reflect impact of Scheme of Amalgmation of TCPL Innofilms
Private Limited with Company on appointed date i.e. April 1, 2023.”

47. Additional Reporting requirement as per amendment in Schedule III of the
Company’s Act 2013 :

i. Details of Benami Property held

No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

ii. Valuation of Property, Plant & Equipment, intangible asset and investment property

The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets during
the current or previous year.

iii. Borrowings from Banks or Financial institution on the basis of Security of Current Assets

The quarterly statement of current assets filed by the Company with Banks/Financial Institutions are in agreement with
the books of accounts.

iv. Wilful Defaulter

The Company has not been declared wilful defaulter by any bank or financial institutions or government or any government
authority.

v. Relationship with struck off Companies

The Company has no transactions with the companies struck off under the Companies Act, 2013.

vi. Compliance with approved scheme(s) of arrangements

The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year.

vii. Undisclosed Income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under
the Income Tax Act, 1961, that has not been recorded in the books of account.

viii. Details of cypto currency of virtual currency

The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

ix. Utilisation of Borrowed funds and share premium

The Company has utilised borrowed fund for the purpose as specified in the terms of sanctions.

48. Employee Stock Option Plan (ESOP)

The members of the Company at the 34^th Annual General Meeting (AGM) held on August 10, 2022 approved to offer, grant
and issue from time to time, in one or more tranches, up to 2,73,000 (Two Lakh Seventy-Three Thousand Only) employee
stock options convertible into 2,73,000 equity shares of face value of ^ 10 /- (Rupees Ten only) each fully paid up or up to 3%
of the paid-up equity share capital of the Company, whichever is higher, ranking pari passu with the existing equity shares
of the Company for all purposes and in all respects, including payment of dividend, to or for the benefit of the employees,
exclusively working in India or outside India, who are in the employment of the Company including any Director, whether
whole-time or otherwise (other than the employee who is Promoter or person belong to the Promoter Group, Independent
Directors of the Company and Directors holding directly or indirectly more than 10% of the outstanding equity shares of the
Company), on such terms and conditions as the Board may decide under the Plan in accordance with the SEBI Regulations
and other applicable laws

50. Previous years figures have been regrouped / rearranged wherever necessary.

As per our Report of even date attached For and on behalf of Board of Directors

Singhi & Co.

K K Kanoria Saket Kanoria Dr. Andreas Blaschke Deepa Harris

Chartered Accountants

Chairman Managing Director Director Director

^{Firm Regi}s1ra1i^on ^N°. ³°²°4^9E DIN: 00023328 DIN: 00040801 DIN: 10173375 DIN: 00064912

Sameer Mahajan Aniket Talati Rishav Kanoria Akshay Kanoria Vidur Kanoria

Partner Director Director Executive Director Executive Director

Membership No. 123266 DIN: 02724484 DIN: 05338165 DIN: 07289528 DIN: 08709462

Place: Mumbai Sanjiv Anand Tarang Jain S.G. Nanavati Harish Anchan

Date: May 30, 2025 Director Director Executive Director Company Secretary

DIN: 00169309 DIN: 00027505 DIN: 00023526 F10481

Jitendra Jain

Chief Financial Officer