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A Oneindia Venture

Nifty 24,028.05 -1.73%

22k Gold ₹ 14,819 /gm

Sensex 77,566.16 -1.71%

Nifty 24,028.05 -1.73%

22k Gold ₹ 14,819 /gm

Sensex 77,566.16 -1.71%

Nifty 24,028.05 -1.73%

22k Gold ₹ 14,819 /gm

Directors Report of TPI India Ltd.

Mar 31, 2025

On behalf of the Board of Directors, it is my pleasure to present the 43rd Annual Report of TPI INDIA LIMITED together with the
Audited Statement of Accounts for the year ended March 31, 2025.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE (STANDALONE)

The Company has recorded the following financial performance, for the year ended March 31, 2025:

&mni inf in I nnc

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Total Income	3021.08	2599.92
Total Expenditure	2786.16	2360.04
Profit / (loss) Before Interest, Depreciation & Tax (EBITDA)	234.92	239.88
Less : Finance Charges	133.37	154.75
Depreciation	64.72	28.03
Profit / (Loss) before Exceptional Item and Tax	36.82	57.1
Add : Exceptional Item	0	0
Profit/(Loss) before Tax	35.95	46.03
Provision for Tax	0	0
Prior period Expenses	0.98	10.67
Profit/(Loss) after Tax	35.84	46.43

2. SUMMARY OF OPERATIONS

During the year under review the total income of the company stood at '' 3021.08Lacs as compared to the previous year
'' 2599.92 Lacs.

3. STATE OF AFFAIRS

The Company is engaged in the business of Polymer Based Packaging. There has been no change in the business of
the Company during the financial year ended 31st March, 2025.

4. DIVIDENDS

In view of the loss incurred during the financial year ended March 31, 2025, the Board of Directors has not recommended
any dividend for the year under review.

5. RESERVE

As the Company has incurred a loss during the financial year ended March 31, 2025, no amount has been transferred
to the General Reserve. The entire loss has been carried forward to the next financial year.

6. DEPOSITORY SYSTEM:

Your Company''s equity shares are available for dematerialization through National Securities Depository Limited (NSDL)
and Central Depository Securities Limited (CDSL). As on 31st March, 2025 Appx. 92.77 % of the total issued, subscribed
and paid-up equity share capital of the company were in dematerialized form. As on March 31, 2025, 7.23% shares of
the Company are in Physical Mode, pending for dematerialization.

7. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information pertaining to conservation of energy and technology absorption, as required under Section 134 (3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure and is
attached to this report as Annexure - I.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (b) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the
Company is included in this Annual Report as Annexure - II.

9. MINIMUM PUBLIC SHAREHOLDING AND OFFER FOR SALE BY PROMOTER

During the Financial Year, Bharat C. Parekh, one of the Promoter of TPI India Limited (the "Company"), in his letter dated
25th April 2024 has informed the Company that he has sold 79,51,112 equity shares of the Company having face value
of ?1 each (representing 18.51% of the total issued and paid-up equity share capital of the Company) on April 23, 2024
and April 24, 2024, undertaken in accordance with the circular bearing reference number SEBI/HO/MRD/MRD-PoD3/p/
CIR/2023/10 dated January 10, 2023 regarding the "Comprehensive Framework on Offer for Sale (OFS) of Shares through
Stock Exchange Mechanism" issued by the Securities and Exchange Board of India, through the separate designated
window of BSE Limited

10. SHARE CAPITAL

There is no change in the share capital of the Company during the year. During the year under review, the Company
has not issued any shares of the following classes given below:

a) Issue of Equity shares with differential rights

b) Issue of sweat Equity shares

C) Issue of employee stock options

d) Provision of money by the Company for the purchase of its own shares by employees or by trustees for the benefit
of employees.

e) Issue of Bonus Shares

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation

Ms. Punam Bhikaji Nyaynirgune (DIN: 10735745), Non-Executive Non-Independent Director of the Company retires by
rotation at the forthcoming AGM in accordance with provisions of Section 152 of the Act and the Articles of Association
of the Company and being eligible, offers himself for re-appointment.

The brief resume and other details relating to the Directors who are proposed to be appointed/ re-appointed, as
required to be disclosed under Regulation 36(3) of the Listing Regulations is furnished along with the Explanatory
Statement to the Notice of the 43rd AGM.

Board recommends her re-appointment to the members for consideration in the ensuing 43 rd Annual General Meeting.

Composition of Board of Directors

As on March 31, 2025, the Board comprised of 4 (Four) Directors as follows:

Sr. No.	Name of Director	Designation
1.	Mr. Bharat Parekh	Managing Director
2.	Mr. Ravindra Shukla	Non-Executive Independent Director
3.	Mr. Ishan Sarleka	Non-Executive Independent Director
4.	Ms. Punam Nyaynirgune	Non - Executive Non -Independent Director

Notes:

1. Ms. Punam Nyaynirgune (DIN: 10735745) was appointed as an Additional Non-Executive Director Non-Independent
in the Board Meeting held on August 8, 2024 on a recommendation of Nomination and Remuneration Committee
for a period of 5 years and regularized in the 42nd Annual general Meeting held on September 28, 2024.

Key Managerial Personnel (KMP)

As on March 31, 2025, following are the KMPs of the Company:

Sr. No.	Name of Director	Designation
1.	Mr. Bharat Parekh	Managing Director
2.	Mr. Mahesh Khapre	Chief Financial Officer
3.	Mr. Hardik Jain	Company Secretary and Compliance Officer

Board Performance Evaluation

Pursuant to the provisions of the Act and the applicable provisions of the Listing Regulations, the annual performance
evaluation was carried out for the FY 2024 -25 by the Board in respect of its own performance, the Directors individually
as well as the evaluation of the working of its Committees. A structured questionnaire covering various aspects of the
Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and governance was prepared and circulated.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities,
its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were
evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support
to the management of the Company. Areas on which the Committees of the Board were assessed included degree of
fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director
being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by
the Independent Directors, who also reviewed the performance of the Board as a whole.

The Board expressed their satisfaction with the evaluation process.

Independent Director

The Company has received declarations from all the Independent Directors of the Company affirming compliance
with the criteria of independence laid under the provisions of Section 149(6) of the Act.

As per the Companies (Appointment and Qualifications of Directors) Fifth Amendment Rules, 2019, all the Independent
Directors of the Company have registered with the Indian Institute of Corporate Affairs for inclusion of their names in
the comprehensive depository maintained by the Ministry of Corporate Affairs.

As stipulated by the Code of Independent Directors pursuant to the Act and the Listing Regulations, a separate meeting
of the Independent Directors of the Company was held, inter alia to:

(i) Evaluate the performance of Non-Independent directors and the Board as a whole;

(ii) Evaluate the performance of the Chairman and Managing Directors of the Company; and

(iii) Evaluate the quality, quantity and timelines of flow of information between the executive management and the
Board. All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the
evaluation process

Familiarization Program for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company. The details of the
training and familiarisation program are uploaded on the website of the Company.

Particulars of Remuneration

I n terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing have been provided in Annexure III however
as there are no employees drawing remuneration in excess of the prescribed limits. The information as required the
names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms
part of the Report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual
Report including the aforesaid information is being sent to the Members of the Company.

Remuneration of Directors, Key Managerial Personnel, and Particulars of Employees

The remuneration paid to Directors is in accordance with the Nomination and Remuneration Policy formulated in
accordance with Section 178 of the Companies Act, 2013. The said Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive
Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management
of the Company, their remuneration including determination of qualifications, positive attributes, independence of

Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any
statutory modification(s) or re-enactment (s) thereof for time being in force).

The Nomination and Remuneration Committee and other details relating to Remuneration are set out in NRC Policy
and the same is available on the website of the Company as well as at the registered office of the company.

*The Web link for NRC Policy is www.tpiindia.com

12. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS

The Board hereby affirm the Integrity, Expertise and experience including the proficiency of independent Director.

13. BOARD MEETING

During the year under review the Company held 6 (Six) meetings of the Board of Directors as per Section 173 of
Companies Act, 2013 on May 30, 2024, June 17, 2024, August 8, 2024 August 14, 2024, November 14, 2024, and February
14, 2025.

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013
and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued by
ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the
Listing Regulations and SS-1.

14. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company had approached the bank to obtain the details of shareholders entitled to the unpaid dividend. The
bank has informed that the list of shareholders is presently not available with them and that they are in the process of
retrieving and providing the requisite information.

15. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

16. AUDITORS

A. Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014, at the Annual General Meeting held on September 28, 2024, M/s Jain Jagawat Kamdar & Co, Chartered
Accountants (FRN: 122530W), were appointed as statutory auditors of the Company for a period of 3 (Three)
consecutive years from FY 2024-25 to FY 2026-27.

The requirement to place the matter relating to the appointment of auditors for ratification by Members at every
Annual General Meeting (AGM) has been done away by the Companies (Amendment) Act, 2017 with effect from
May 07, 2018. Accordingly, no resolution is being proposed for ratification of the appointment of Statutory Auditors
at the ensuing Annual General Meeting and a note in respect of same has been included in the notice for this
Annual General Meeting.

The Auditors'' Report on the financial statement for the year ended 31st March, 2025 as on the date of signing of
their report are as under:

Details of Audit Qualification:

1. We draw your attention that the result for the quarter & Year ended 31st March, 2025 were prepared on the
basis of going concern assumption despite the fact that the Net worth of the company has been completely
eroded ie, the accumulated losses have exceeded the cumulative balance of Share Capital and reserves
therefore there is a material uncertainty related to events or conditions exist that cast significant doubt on

the entity''s ability to continue as a going concern and, therefore, that it may be unable to realize its assets
and discharge its liabilities in the normal course of business.

Management Comments

The Management has undertaken a thorough assessment of the Company''s financial position and future
prospect. Despite the current challenges, we are actively implementing a strategic plan aimed at improving our
financial health. This includes cost reduction measures and improvement of capacity utilization.

B. Secretarial Auditor and their Report

I n terms of Section 204 of the Act and Rules made there under, Ms. Abhishek Wagh & Associates, Practicing
Company Secretaries have been appointed Secretarial Auditors of the Company.

Secretarial Audit Report issued by Mr. Abhishek Wagh in Form MR-3 forms part to this Report as "Annexure- IV".
The said report contains the following observation or qualification requiring explanation or adverse remark:

i. The Company has not deposited ''3.17 Lakhs "Unpaid Dividendâ amount pertains to FY 1995-96, 1996-97 and
1997- 98 to "Investor Education and Protection Fund".

Management Comments:

The Company has initiated the process to transfer the unpaid dividend to the IEPF by contacting the Registrar and
Transfer Agent (RTA). However, the RTA requires data, such as the list of shareholders and the amounts of unpaid
dividends, from the respective banks. Given that the data is from many years ago, the banks may need additional
time to retrieve and provide the required information.

ii. As on March 31, 2025, 3,05,64,864 equity shares out of 3,22,22,602 equity shares held by the Promoter were in
demat form. However, as on signing this Report, as per Shareholding Pattern as on June 30, 2025 filed with
BSE, 3,45,600 Equity Shares out of 3,22,22,602 equity shares held by the Promoter are in physical form.

Management Comments:

The shares pending for dematerialisation pertain to deceased shareholders. The legal heirs have filed a petition
before the Hon''ble High Court having jurisdiction to claim these shares. Upon receipt of the Court''s order, the
shares will be transferred to the legal heirs in dematerialised form.

C. Cost Auditor and Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company''s packing and its allied business for the
FY 2024-25.

D. Internal Auditor

As per section 138 of the Companies Act, 2013. The Company has appointed Jigisha Jain, Chartered Accountant,
as the internal auditor for the financial year to 2024-2025 to conduct the internal audit and to ensure adequacy
of the Internal controls, adherence to Company''s policies and ensure statutory and other compliance through,
periodical checks and internal audit.

17. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enlarging
shareholders value and providing an optimum risk reward trade off. The risk management approach is based on a
clear understanding of the risks that the organization faces, disciplined risk monitoring and laid down procedure to
inform the Board about risk assessment & minimization procedure. The risk management approach is based on a
clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement
and continuous risk management and mitigation measures.

18. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control with reference to financial statements. During the year,
such controls were tested and no reportable material weakness in the design or operation was noticed.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments give/made during the financial year under review and governed
by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year 2024-25 the Contract or Arrangements entered in to by the Company with related parties were
approved by the Audit Committee pursuant to subsection (IV) (4) of Section 177 of Companies Act, 2013 and by the
Board of Directors pursuant to Section 188 (1) of Companies Act, 2013.

All related party transactions that were entered into during the financial year ended 31st March, 2025 were on an arm''s
length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act,
2013 were not attracted.

Also, there are no materially significant related party transactions during the year under review made by the Company
with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the
Company at large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related
party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no 34 to the Balance Sheet
as on 31st March, 2025.

21. COMMITTEES OF THE BOARD & POLICIES

With a view to have a more focused attention on various facets of business and for better accountability, the Board
has constituted various committees. The statutorily mandated committees constituted under the provisions of the
Act are Audit Committee, Nomination and Remuneration Committee, and Stakeholders'' Relationship Committee. The
Committees have been mandated to operate within their terms of reference, approved by the Board to focus on the
specific issues and ensure expedient resolution on diverse matters.

The composition and other details of the above-mentioned committees are mentioned below:

Audit Committee

The Audit Committee is constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. Members of
the Audit Committee possess financial / accounting expertise / exposure. Further, all the recommendations made by
the Audit Committee were duly accepted by the Board of Directors.

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose
is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing
the Company''s established systems and processes for internal financial controls, governance and reviewing the
Company''s statutory and internal audit activities.

The Company has an Internal Auditor, who is responsible for conducting independent Internal Audit. The Internal
Auditor reports directly to the Audit Committee of the Board.

Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and
internal auditors, to be present at its meetings. The Company Secretary acts as the Secretary to the Audit Committee.

The Composition of Audit Committee as on 31.03.2025 are as under:

Sr. No.	Name of the Member	Position held in the Committee	Category
1	Mr. Ishan Selarka	Chairman	Independent Director
2	Mr. Ravindra Shukla	Member	Independent Director
3	Mr. Bharat C. Parekh	Member	Managing Director

Four meetings of the Audit Committee were held during the financial year 2024-25 on May 30, 2024, August 14, 2024,
November 14, 2024, and February 14, 2025. The accounts and financial positions were perused by the Audit Committee
and thereafter placed before the Board for their consideration.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted pursuant to the provisions of Section 178 of the Companies
Act, 2013. Members of the Nomination and Remuneration Committee possess sound expertise / knowledge / exposure.

The Composition of Nomination and Remuneration Committee as on 31.03.2025 are as under:

Sr. No.	Name of the Member	Position held in the Committee	Category
1	Mr. Ishan Selarka	Chairman	Independent Director
2	Mr. Ravindra Shukla	Member	Independent Director
3	Ms. Punam Nyaynirgune	Member	Non - Executive Non -Independent Director

Note:

1 (One) meeting of the Nomination and Remuneration Committee was held during the financial year 2024-25 on August
8, 2024.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted pursuant to the provisions of Section 178 of the Companies
Act, 2013.

The Composition of Stakeholder Relationship Committee as on 31.03.2025 are as under:

Sr. No.	Name of the Director	Position	Category
1	Mr. Bharat C. Parekh	Chairman	Managing Director
2	Mr. Ravindra Shukla	Member	Independent Director
3	Mr. Ishan Selarka	Member	Non - Executive Non -Independent Director

Note: One meeting of the Stakeholders Relationship Committee were held during the financial year 2024-25 on August
8, 2024.

Whistle Blower Policy /Vigil Mechanism

As per the provisions of Section 177(9) and (10) of the Act, the Company has adopted a Whistle Blower Policy for
establishing a vigil mechanism for Directors and Employees to report genuine concerns about unethical behaviour,
actual or suspected fraud or violation of the Company''s Code of Conduct and provide adequate safeguards against
victimisation of persons who use such mechanism and makes provision for direct access to the chairman of the Audit
Committee in appropriate or exceptional cases. The said policy has been hosted on the Company''s website at www.
tpiindia.com.

Remuneration Policy

Pursuant to the provision of Section 178 of the Act, the Board has, on the recommendation of the Nomination and
Remuneration Committee framed a policy relating to remuneration of the Directors, Key Managerial Personnel, Senior
Management Personnel and other employees, along with the criteria for appointment and removal of the Directors,
Key Managerial Personnel and Senior Management Personnel of the Company. The said policy is available on the
website of the Company at www.tpiindia.com.

Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within
purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate
social responsibility.

Policies

The Company seeks to Promote Highest levels of ethical standards in the normal business transaction guided by the
value system. The Policies are reviewed periodically by the Board and are updated based on the need and compliance
as per the applicable laws and rules and amended from time to time. The policies are available on the website of the
Company at www.tpiindia.com.

Disclosure Requirements

Policy on dealing with related party transactions is available on the website of the Company at the link:
www.tpiindia.com.

The Company has formulated and disseminated a Whistle Blower Policy to provide vigil mechanism for employees
and Directors of the Company to report genuine concerns that could have serious impact on the operations and
performance of the business of the Company. This Policy is in compliance with the provisions of Section 177(9) of the
Companies Act, 2013. Policy on Whistle Blower is available on the website of the Company at the link: www.tpiindia.com.

22. FOREIGN EXCHANGE EARNINGS AND OUTGO

The company had neither consumed nor earned any foreign exchange during the year ended 31st March, 2025.

23. DEPOSITS

The Company has not accepted any deposits during the year under review.

24. CORPORATE GOVERNANCE

During the year under review, the Paid Up Capital and Net Worth of the Company were less than 10 crores and 25 crores
respectively as on 31st March, 2024, therefore Corporate Governance provisions as specified in Regulations 17, 18, 19, 20
21, 22, 23 24, 25, 26 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para C, D and E of the Schedule V
of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 is not applicable to the Company.

Whenever this regulation becomes applicable to the Company at a later date, the Company will comply with
requirements those regulations within six months from the date on which the provisions became applicable to
our Company.

25. EXTRACT OF ANNUAL RETURN

Pursuant to amendments in Sections 92, 134(3) of the Act and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the requirement of the extract of Annual Return in Form MGT-9 is dispensed with.

Copy of the annual return will be available at the Official Website at www.tpiindia.com and at the registered office of
the company to the Members seeking information.

26. MATERIAL DISCLOSURES UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:

No material changes and commitments affecting the financial position of the Company occurred between the end of
the financial year to which this financial statement relates and the date of this report.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS AND TRIBUNALS

During the financial year, the Company received an adjudication order dated January 7, 2025 from the Ministry of
Corporate Affairs under Section 149 of the Companies Act, 2013, in respect of non appointment of Women Director in
the Company. The Company has duly complied with the directions contained in the said order and the Company also
made the appeal in Form No. ADJ (Memorandum of Appeal) to the Registrar of Companies on March 13, 2025. As on the
date of signing of the report, the status of the Form No. ADJ is under process.

28. DETAILS OF THE 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:

During the year under review, neither there is any application made nor any proceedings are pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016).

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of section 135 of the Companies Act, 2013 with respect to Corporate Social Responsibility are not
applicable to the Company.

30. SAFE & CONDUCIVE WORKPLACE

The Company is committed to provide a safe and conducive work environment to its employees. During the year under
review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

31. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

1. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

2. The Company has no subsidiary and neither the Managing Director nor the Whole-time Directors of the Company
receive any remuneration or commission from any of its subsidiaries.

32. Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

1. in the preparation of Annual Accounts for the year ended on 31stMarch, 2025, the applicable accounting standards
have been followed and there are not material departures from the same.

2. 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 the Company
at the end of the financial year on 31st March, 2025 and the profit and loss of the Company for that period.

3. the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a ''going concern'' basis.

5. The Directors have laid down internal finance control to be followed by the Company and such internal finance
control are adequate and operating effectively;

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such system are adequate and operating effectively.

33. ACKNOWLEDGEMENT

I n conclusion, I would like to express my sincere appreciation for the assistance and co-operation received from the
financial institutions, banks, government authorities, customers, vendors and members during the year under review.
I would also like to take this opportunity to appreciate the committed services of the company''s executives, staff
and workers

For and on behalf of the Board
Of TPI INDIA LTD

Bharat Parekh

Managing Director

DIN: 02650644

Date: August 26, 2025
Place: Murbad

Mar 31, 2024

On behalf of the Board of Directors, it is my pleasure to present the 42nd Annual Report of TPI INDIA LIMITED together with the Audited Statement of Accounts for the year ended March 31, 2024.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE (STANDALONE)

The Company has recorded the following financial performance, for the year ended March 31, 2024:

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Total Income	2386.38	2132.27
Total Expenditure	2526.66	2063.86
Profit / (loss) Before Interest, Depreciation & Tax (EBITDA)	2343.88	68.41
Less : Finance Charges	154.75	81.96
Depreciation	28.03	23.13
Profit / (Loss) before Exceptional Item and Tax	-140.28	-36.67
Add : Exceptional Item	-10.67	1626.26
Profit/(Loss) before Tax	46.03	1589.59
Provision for Tax	0	0
Profit/(Loss) after Tax	46.43	1589.59

2. SUMMARY OF OPERATIONS

During the year under review the total income of the company stood at '' 2386.38 Lacs as compared to the previous year '' 2132.27 Lacs

3. STATE OF AFFAIRS

The Company is engaged in the business of Polymer Based Packaging. There has been no change in the business of the Company during the financial year ended 31st March, 2024.

4. DIVIDENDS

Considering the accumulated losses and the loss of the current year, along with requirement for ongoing business activity, the Board has not recommended any dividend.

5. RESERVE

I n view of the above losses during the year under review, the Board of Directors of your company does not propose to carry any amount to reserve

6. DEPOSITORY SYSTEM:

Your Company''s equity shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Securities Limited (CDSL). As on 31st March, 2024 Appx. 89.50 % of the total issued, subscribed and paid-up equity share capital of the company were in dematerialized form. As on March 31, 2024, 10.50% shares of the Company are in Physical Mode, pending for dematerialization.

7. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information pertaining to conservation of energy and technology absorption, as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure and is attached to this report as Annexure - I.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (b) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed Management Discussion and Analysis Report on the Financial Conditions and Result of operations of the Company is included in this Annual Report as Annexure - II.

9. MINIMUM PUBLIC SHAREHOLDING AND OFFER FOR SALE BY PROMOTER

Bharat C. Parekh, one of the Promoter of TPI India Limited (the "Company"), in his letter dated 25th April 2024 has informed the Company that he has sold 79,51,112 equity shares of the Company having face value of U1 each (representing 18.51% of the total issued and paid-up equity share capital of the Company) on April 23, 2024 and April 24, 2024, undertaken in accordance with the circular bearing reference number SEBl/HO/MRD/MRD-PoD3/p/CIR/2023/l0 dated January 10, 2023 regarding the "Comprehensive Framework on Offer for Sale (OFS) of Shares through Stock Exchange Mechanism" issued by the Securities and Exchange Board of India, through the separate designated window of BSE Limited.

With the aforementioned sale of shares, the shareholding of the Promoter and Promoter Group in the Company has reduced from 93.51% of the paid-up equity share capital of the Company to 75.00% of the paid-up equity share capital of the Company.

Post this sale of shares, the Company has complied with the Minimum Public Shareholding (MPS) as prescribed under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended, and Regulation 38 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

10. SHARE CAPITAL

There is no change in the share capital of the Company during the year. During the year under review, the Company has not issued any shares of the following classes given below:

A) Issue of Equity shares with differential rights

B) Issue of sweat Equity shares

C) Issue of employee stock options

D) Provision of money by the Company for the purchase of its own shares by employees or by trustees for the benefit of employees.

E) Issue of Bonus Shares

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation

Mr. Bharat Parekh (DIN: 02650644), Managing Director of the Company retires by rotation at the forthcoming AGM in accordance with provisions of Section 152 of the Act and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

The brief resume and other details relating to the Directors who are proposed to be appointed/ re-appointed, as required to be disclosed under Regulation 36(3) of the Listing Regulations is furnished along with the Explanatory Statement to the Notice of the 42nd AGM.

Board recommends his re-appointment to the members for consideration in the ensuing 42nd Annual General Meeting.

Composition of Board of Directors

As on March 31, 2024, the Board comprised of 3 (Three) Directors as follows:

Sr. No.	Name of Director	Designation
1.	Mr. Bharat Parekh	Managing Director
2.	Mr. Ravindra Shukla	Non-Executive Independent Director
3.	Mr. Ishan Sarleka	Non-Executive Independent Director

Notes:

1. Mr. Bharat Parekh was redesignated as a Managing Director of the Company in the 41st Annual General meeting held on September 23, 2023.

2. Mrs. Anjali S. Patil, Non-Executive & Non-Independent Woman Director resigned from the Board with effect from October 10, 2023.

3. Mr. Ishan Sarleka was re-appointed as a Non-Executive Independent Director of the Company for the second term in the 41st Annual General Meeting held on September 23, 2023.

4. Ms. Punam Nyaynirgune (DIN: 10735745) was appointed as an Additional Non-Executive Director Non-Independent in the Board Meeting held on August 8, 2024 on a recommendation of Nomination and Remuneration Committee for a period of 5 years, subject to approval of Shareholders in the 42nd Annual General Meeting.

Key Managerial Personnel (KMP)

As on March 31, 2024, following are the KMPs of the Company:

Sr. No. Name of Director	Designation
1. Mr. Bharat Parekh	Managing Director
2. Mr. Mahesh Khapre	Chief Financial Officer
3. Mr. Hardik Jain	Company Secretary and Compliance Officer

Notes:

1. Mr. Prathmesh Sonurkar resigned as a Company Secretary and Compliance Officer of the Company w.e.f. May 30, 2023.

2. Mr. Hardik Jain was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. October 6, 2023

Board Performance Evaluation

Pursuant to the provisions of the Act and the applicable provisions of the Listing Regulations, the annual performance evaluation was carried out for the FY 2023 -24 by the Board in respect of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance was prepared and circulated.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.

The Board expressed their satisfaction with the evaluation process.

Independent Director

The Company has received declarations from all the Independent Directors of the Company affirming compliance with the criteria of independence laid under the provisions of Section 149(6) of the Act.

As per the Companies (Appointment and Qualifications of Directors) Fifth Amendment Rules, 2019, all the Independent Directors of the Company have registered with the Indian Institute of Corporate Affairs for inclusion of their names in the comprehensive depository maintained by the Ministry of Corporate Affairs.

As stipulated by the Code of Independent Directors pursuant to the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held, inter alia to:

(i) Evaluate the performance of Non-Independent directors and the Board as a whole;

(ii) Evaluate the performance of the Chairman and Managing Directors of the Company; and

(iii) Evaluate the quality, quantity and timelines of flow of information between the executive management and the Board. All Independent Directors were present at the meeting. The Directors expressed their satisfaction with the evaluation process

Familiarization Program for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company. The details of the training and familiarisation program are uploaded on the website of the Company.

Particulars of Remuneration

I n terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing have been provided in Annexure III is not included however as there are no employees drawing remuneration in excess of the prescribed limits. The information as required the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report.

However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the aforesaid information is being sent to the Members of the Company.

Remuneration of Directors, Key Managerial Personnel, and Particulars of Employees

The remuneration paid to Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013. The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modification(s) or re-enactment (s) thereof for time being in force).

The Nomination and Remuneration Committee and other details relating to Remuneration are set out in NRC Policy and the same is available on the website of the Company as well as at the registered office of the company.

*The Web link for NRC Policy is www.tpiindia.in

12. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS

The Board hereby affirm the Integrity, Expertise and experience including the proficiency of independent Director.

13. BOARD MEETING

During the year under review the Company held 5 (Five) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on April 19, 2023, May 30, 2023, August 11, 2023, November 10, 2023, and February 13, 2024.

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

14. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company has '' 3.17 Lakhs lying in the unclaimed dividend account maintained by the Company. The said amount is pending for transfer to Investor Education and Provident Fund pursuant to the provisions of Section 125(2) of the Companies Act, 2013. In this regard, the Company is continuously following with the banks for the details of shareholders to who the said unpaid dividend belongs. The said details are required for transfer of unclaimed dividend to IEPF.

15. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

16. AUDITORS

A. Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, at the Annual General Meeting held on October 30, 2021, M/s Jain Jagawat Kamdar & Co, Chartered Accountants (FRN: 122530W), were appointed as statutory auditors of the Company. The board decided to reappoint them for the next financial year and requested members to re-appoint them.

The requirement to place the matter relating to the appointment of auditors for ratification by Members at every Annual General Meeting (AGM) has been done away by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being proposed for ratification of the appointment of Statutory Auditors

at the ensuing Annual General Meeting and a note in respect of same has been included in the notice for this Annual General Meeting.

The Auditors'' Report on the financial statement for the year ended 31st March, 2024 as on the date of signing of their report are as under:

Details of Audit Qualification:

1. We draw your attention that the result for the quarter & Year ended 31st March, 2024 were prepared on the basis of going concern assumption despite the fact that the Net worth of the company has been completely eroded ie, the accumulated losses have exceeded the cumulative balance of Share Capital and reserves therefore there is a material uncertainty related to events or conditions exist that cast significant doubt on the entity''s ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business.

Management Comments

The Management has undertaken a thorough assessment of the Company''s financial position and future prospect. Despite the current challenges, we are actively implementing a strategic plan aimed at improving our financial health. This includes cost reduction measures and improvement of capacity utilization.

B. Secretarial Auditor and their Report

I n terms of Section 204 of the Act and Rules made there under, Ms. Abhishek Wagh & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company.

Secretarial Audit Report issued by Mr. Abhishek Wagh in Form MR-3 forms part to this Report as "Annexure- IV". The said report contains the following observation or qualification requiring explanation or adverse remark:

i. As required under Section 149(1) of the Companies Act, 2013, as on March 31, 2024, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors except that the Company''s Board did not have Woman Director. However, the same was appointed at the Board Meeting held on 8th August, 2024.

Management Comments:

The Woman Director is appointed on the Board in the Board Meeting held on August 8, 2024.

ii. During the period under review, the composition of Nomination and Remuneration Committee was not as per Section 178 of the Companies Act, 2013.

Management Comments:

The composition of Nomination and Remuneration was restored as per section 178 of the Companies Act, 2013 in current FY 2024-25.

iii. The Company has not deposited ''3.17 Lakhs "Unpaid Dividendâ amount pertains to FY 1995-96, 1996-97 and 1997- 98 to "Investor Education and Protection Fund".

Management Comments:

The Company has initiated the process to transfer the unpaid dividend to the IEPF by contacting the Registrar and Transfer Agent (RTA). However, the RTA requires data, such as the list of shareholders and the amount of unpaid dividends, from the respective banks. Given that the data is from many years ago, the banks may need additional time to retrieve and provide the required information.

iv. The Compliance Officer who is a qualified Company Secretary was not appointed in the Company during June 1, 2023 to September 30, 2023 as required under Regulation 6 of SEBI (LODR) Regulations, 2015. Also, there was a delay of approx. 4 months in intimation to BSE regarding resignation of Compliance officer.

Management Comments:

The Company has appointed regular Compliance Officer with effect from October 1, 2023.

v. The Annual Disclosure under Regulation 34 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 were filed with a delay for the financial year ended 31st March, 2024.

Management Comments:

The qualification is self-explanatory and do not call for any explanation.

vi. The Company has not filed MGT-14 for resolutions passed at 41st AGM for resolution as mentioned in the Notice.

Management Comments:

The Company will file the required Form MGT-14.

vii. During the period under review, the public share-holding in the company was below 25% in violation of Securities Contracts (Regulation) Rules, 1957. Pursuant to BIFR order, there was reduction of capital to Re. 1/-and issue of 350,00,000 shares to the promoter, therefore the Promoters'' equity stake became 93.51%. The Promoters'' were required to dilute their holding to 75% or below, during the period under review. However, as on date of this Report, the Promoters have sold 79,51,112 shares in public category. As on date, the promoter holding is 75%.

Management Comments:

The qualification is self-explanatory and do not call for any explanation.

viii. During the period under review the Trading in the equity shares were suspended at BSE Limited due to nonpayment Annual Listing Fees and violation of SEBI and Exchange Regulation. However, trading in equity shares was reinstated by BSE w.e.f. February 19, 2024 vide its notice dated February 9, 2024.

Management Comments:

The qualification is self-explanatory and do not call for any explanation.

ix. As on March 31, 2024, 29,13,757 equity shares out of 4,01,73,714 equity shares held by the Promoter were in physical form. However, as on signing this Report, as per Shareholding Pattern as on June 30, 2024 filed with BSE, 22,15,807 Equity Shares out of 3,22,22,602 equity shares held by the Promoter are in physical form.

Management Comments:

The qualification is self-explanatory and do not call for any explanation.

x. There were delays in intimation of Closure Trading Window to BSE in all quarters of FY 2023-24.

Management Comments: