డైరెక్టర్ల నివేదిక 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 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.

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 Dividend” 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 Dividend” 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:

The Company will ensure adherence to the best secretarial practices in the future to avoid any non-compliances or delays.

xi. The Voting Results of the 41st AGM held on September 23, 2023 were uploaded with a delay of 6 days in violation of Regulation 44 of SEBI (LODR) Regulations, 2015. Also, the proceedings of 41st AGM were delayed beyond a period prescribed under Regulation 30 of SEBI (LODR) Regulations, 2015

Management Comments:

The Company will ensure adherence to the best secretarial practices in the future to avoid any non-compliances or delays.

xii. The intimation to BSE regarding resignation of Mr. Anjali Patil, Non-Executive Non-Independent Director was delayed by approx. 4 months than the time prescribed in Regulation 30 of SEBI (LODR) Regulations, 2015.

Management Comments:

The Company will ensure adherence to the best secretarial practices in the future to avoid any non-compliances or delays.

xiii. The Annual Return in Form DPT-3 is not filed by the Company declaring the loan accepted by the Company not amounting to Deposits.

Management Comments:

The Company will ensure adherence to the best secretarial practices in the future to avoid any non-compliances or delays.

xiv. The MSME return is not filed by the Company declaring the amounts due to MSME vendors for more than 45 days.

Management Comments:

The Company will ensure adherence to the best secretarial practices in the future to avoid any non-compliances or delays.

xv. The Form MR-1 was not filed regarding the redesignation of Whole-Time Director as a Managing Director.

Management Comments:

The Company will file Form MR-1. Also, the Company will ensure adherence to the best secretarial practices in the future to avoid any non-compliances or delays.

xvi. The Company has sold Land and Building during the period under review. However, the Company has not passed a Special Resolution in a General Meeting for such sell of the undertaking.

Management Comments:

The Company will ensure adherence to the best secretarial practices in the future to avoid any non-compliances or delays.

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 2023-24.

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 2023-24 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, 2024 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 38 to the Balance Sheet as on 31st March, 2024.

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 9094 are as under:

Sr. No.	Name of the Member	Position held in the Committee	Category
1	Mr. Ishan Selarka	Chairman	Independent Director
9	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 2023-24 on May 30, 2023, August 11, 2023, November 10, 9093, and February 13, 9094. 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, 9013. Members of the Nomination and Remuneration Committee possess sound expertise / knowledge / exposure.

The Composition of Nomination and Remuneration Committee as on 31.03.9094 are as under:

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

Note:

Ms. Punam Nyaynirgune, Non-Executive Director was appointed as member of Nomination and Remuneration Committee in place of Mr. Bharat C. Parekh with effect from August 8, 9094.

1 (One) meeting of the Nomination and Remuneration Committee was held during the financial year 9093-94 on August 11, 9093.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 9013.

The Composition of Stakeholder Relationship Committee as on 31.03.9094 are as under:

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

Note:

Ms. Punam Nyaynirgune, Non-Executive Director was appointed as Chairman of Stakeholder Relationship Committee in place of Mr. Bharat C. Parekh with effect from August 8, 2024.

One meeting of the Stakeholders Relationship Committee were held during the financial year 2023-24 on February 13, 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, 2024.

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, 2023, 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)(l) 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

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

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, 2024, 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, 2024 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

The board of Directors would like to express their 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. The Board of Directors also wish to lace on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers

For and on behalf of the Board Of TPI INDIA LTD

Bharat Parekh

^{Date: August} R ²⁰²⁴ Managing Director

Place: Murbad DIN : 02650644

---

Mar 31, 2023

On behalf of the Board of Directors, it is my pleasure to present the 41 st Annual Report ofTPI INDIA LIMITED together with the Audited Statement of Accounts for the year ended March 31,2023.

Highlights of Financial Performance (Standalone)

The Company has recorded the following financial performance, for the year ended March 31,2023:

Amount in Lacs

Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022
Total Income	2132.27	2289.97
Total Expenditure	206 5.86	229526
Profit / (loss) Before Interest, Depreciation & Tax (EBITDA)	68.41	(5.29)
Less : Finance Charges	81.66	65.78
Depreciation	23.13	25.64
Profit / (Loss) before Exceptional Item and Tax	'' 56.6-)	(96.71)
Add : Exceptional Item	1626.26	0.00
Profit/(Loss) before Tax	1589.59	(96.70)
Provision for Tax	0.00	0.00
Profit/(Loss) after Tax	1589.59	(96.70)

Summary of Operations

During the year under review the total income of the company stood at Rs. 3758.53 Lac (Including 1626.26 as exceptional income arising from the settlement with its lenders SICOM Investment & Finance Limited (SIFL)) as compared to the previous year Rs. 2386.67. Apart from the One Time Settlement with (OTS) with SIFL your Company has availed the amnesty scheme of MVAT and Sales Tax declared by Government of Maharashtra and entire dues were settled for Rs. 75.28 Lac, the Company had capital gained of Rs. 1626.26 Lac as a result of which the Net-worth of the Company as on 31.03.2023 is Rs. (1931.09) Lacs as compared to previous year Rs. (3520.68) Lacs

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, 2023.

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.

Reserve

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

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.

One-Time Settlement

During the Year under review, against the application made to SICOM Investment & Finance Limited (SIFL) and SICOM Limited with respect to settlement of its dues, SIFL has accepted the company''s offer for the OTS at INR 700lacs against all its dues.

The interest rate of the loans were exorbitantly high due to which the company could not service the debt and was pushed into losses, but with this settlement, the company is confident to revive business and improve its margins

Accordingly the company has raised funds from NBFC and has successfully completed the OTS with SIFL The written off amount is being shown as part of other income

Dematerialization of Shares

As on 31st March, 2023 Appx. 89.46 % of the total issued, subscribed and paid-up equity share capital of the company were in dematerialized form.

As per the Loan agreement with SIFL the promoters had pledged its entire shareholding of 4,02,16,214 (93.70%) of its issued capital of 4,29,63,470 shares, hence the company was obligated to honour the pledge and hence couldn''t comply with the SEBI Norms for Minimum Public Shareholding (MPS)

During the year, the company has successfully completed its OTS with SIFL

Post the settlement, the pledge on the promoter shares by SIFL has been removed and the company has made application to BSE and SEBI for waiver of fines and removal of suspension on the trading of the shares

Accordingly the company is awaiting response from BSE and SEBI, post which the company shall go for Offer for Sale (OFS) on receiving the requisite approvals, to dilute the promoter holdings and bring the same under the required norms

Share Capital

There is no change in the share capital of the Company during the year.

Directors and Key Managerial Personnel

Mr. Bharat Parekh, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. The Nomination and Remuneration Committee recommended the appointment of Mr. Bharat Parekh liable to retire by rotation.

Further at the Board Meeting held on 16th January, 2023, Mrs. Anjali S. Patil having DIN-02136528, on the recommendation of Nomination and Remuneration Committee was appointed as Additional Director under section 161 of the Companies Act, 2013 as Non-Executive & Non Independent Woman Director and in respect of whom the Company has received in writing from the member, pursuant to section 160 of the Companies Act, 2013 signifying his intention to propose the candidature of Mrs. Anjali S. Patil for the Office of Director liable to retire by rotation. On the recommendation of Nomination and Remuneration Committee, the Board proposed her appointment as Woman Director liable to retire by rotation.

A separate meeting of Independent Director was held for the purpose of evolution of performance of nonindependent directors, performance of board as a whole and of the chairman talking into account the views of the executive and non executive directors.

Statement on Declaration Given By Independent Directors Under Sub-Section (6) of Section 149:-

The company has received a declaration subject to Section 149 (7) of the Companies Act, 2013 from all the Independent Director confirming that they meet the criteria of Independent as provided in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (b) of the Listing Regulations.

Particulars of Employees

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report. Having regard to the provisions of Section 136(1) read with the its relevant provision of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished without any fee and free of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided on request.

Board Meeting

During the year under review the Company held Six (6) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on 30th May 2022, 11th August 2022, 5th September 2022, 14th November 2022, 16th January 2023 and 14th February 2023.

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

Board Committee - Audit Committee

The Audit Committee is constituted pursuant to the provisions of 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 Composition of Audit Committee as on 31.03.2023 are as under

Sr.No.	Name of the Director	Position	Category
1	Mr. lshan Selarka	Chairman	Independent Director
2	Mr. Ravindra Shukla	Member	Independent Director
_3	Mr. Bharat C. Parekh	Member	Whole Time Director

Four meetings of the Audit Committee were held during the financial year 2022-23 on 30th May 2022, 11th August 2022, 14th November 2022, and 14th February 2023. The accounts and financial positions were perused by the Audit Committee and thereafter placed before the Board for their consideration.

Board Committee - Nomination and Remuneration

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 31.03.2023 are as under:

Sr.No .	Name of the Director	Position	Category
1	Mr. lshan Selarka	Chairman	Independent Director
2	Mr. Ravindra Shukla	Member	Independent Director
3	Mr. Bharat C. Parekh	Member	Whole Time Director

Two meetings of the Nomination and Remuneration Committee were held during the financial year 2022-23 on 30th May, 2022 and 16th January, 2023

Board Committee - Stakeholders Relationship

The Stakeholders Relationship 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 31.03.2023 are as under:

Sr.No.	Name of the Director	Position	Category
1	Mr. lshan Selarka	Chairman	Independent Director
2	Mr. Ravindra Shukla	Member	Independent Director
3	Mr. Bharat C. Parekh	Member	Whole Time Director

One meetings of the Stakeholders Relationship Committee were held during the financial year 2022-23 on 16th January, 2023.

Details of Subsidiaries, Joint Ventures or Associate Companies

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

Auditors

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 to hold office till the conclusion of this Annual General Meeting. The board decided to re-appoint them for the next financial year and requested members to re-appoint them.

Auditors Reports

The Auditors'' Report on the financial statement for the year ended 31st March, 2023 as on the date of signing of their report are as under :

Details of Audit Qualification:

1. has taken interest free unsecured loans from the Directors and Other parties. The loan agreements & terms were not available for verification. In the absence of sufficient and appropriate audit evidence about the terms and condition of the loan taken, we are unable to comment on the same. Further, resolutions validating such transaction as required U/s 180 (1) (c) of Companies Act 2013 are not produced before us, till the date of signing this audit report.

Since the Company was declared as Sick Industrial Company under BIFR vide their order dated 28-04-2009 and even as on 31.03.2023 the Net-worth of the Company is Negative, However to continue the operations and in the interest of the employees and the shareholders of the company, the promoters have infused money as the need arised to keep the operations ongoing.

Since the settlement has been completed with SIFL, the directors are confident that they will be able to raise fresh money from bankers at a nominal rate of interest to fund the operations and will be able to repay the above mentioned loans accordingly

2. has send proposal to settle the long outstanding creditors of Rs 540.18 Lakhs as on 31st March 2023 with mutual agreement, however agreement pertaining to that is under process and balance confirmations evidencing their outstanding balances was also not available hence we are unable to comment on the balance stated as on 31st March 2023 in the financial statement in absence of Final Agreement.

3. has not deposited Rs 3.17 Lakhs "Unpaid Dividend" amount pertains to FY 1995-96, 1996-97 and 199798 to "Investor Education and Protection Fund".

The unpaid dividend of Rs. 3.17 Lac for the Financial year 1995-96, 1996-97 and 1997-98 has been kept in separate Bank Account as mentioned in the Note No. 24. The Company is in the process of due compliance for transfer of the above funds to Investor Education and Protection Fund

4. has provided the gratuity liability under "Provision for Gratuity" as per management''s working which required to be evaluated by Registered Actuaries.

"Provision for Gratuity" as per Management''s working have been evaluated by Registered Actuaries M/s — Arka Actvaries vide their report dated 31st August, 2023 The short / excess provisions will be adjusted in the current financial year.

5. has not maintained MSME creditors data for the year as required under MSME Act and therefore we are unable to comment on the payables pertaining to MSME creditors.

As on the date of signing of this Directors'' Report, the Company has maintained MSME creditors data and the amount payable to these creditors within the time prescribed under the MSME Act.

6. has yet to comply with Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") which mandates a listed entity to comply with the Minimum Public Shareholding("MPS") requirements specified in rules 19(2) and 19A of the Securities Contracts (Regulation) Rules, 1957 due to pledged with secured lenders and other listing compliances.

As per the Loan agreement with SIFL the promoters had pledged its entire shareholding of 4,02,16,214 (93.70%) of its issued capital of 4,29,63,470 shares, hence the company was obligated to honour the pledge and hence couldn''t comply with the SEBI Norms for Minimum Public Shareholding (MPS)

During the year, the company has successfully completed its OTS with SIFL

Post the settlement, the pledge on the promoter shares by SIFL has been removed and the company has made application to BSE and SEBI for waiver of fines and removal of suspension on the trading of the shares

Accordingly the company is awaiting response from BSE and SEBI, post which the company shall go for Offer for Sale (OFS) on receiving the requisite approvals, to dilute the promoter holdings and bring the same under the required norms

7. has not appointed Internal Auditor as per section 138 of Companies Act, 2013

The Company has appointed M/s. Amruta Joshi & Co. Chartered Accountants as Internal Auditor for the financial year 2023-24

However, company''s internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficient conduct of the business

Disclosure about 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 2022-23.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Ms. Namrata Vyas, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report. The report is self-explanatory and do not call for any further comments.

However there are few adverse remarks in the report, management explanation is as under :-

1. The Company has not appointed Chief Financial Officer as well as Company Secretary as per section 203 of the Act during the full financial year under review.

The Company at the Board Meeting held on 16th January, 2023 appointed Mr. Prathmesh S. Sonsurkar, Member of Institute of Company Secretaries of India as Company Secretary and Compliance Officer and also appointed Mr. Mahesh Khapare as Chief Financial Officer

2. The Company has not appointed Internal Auditor as per section 138 of the Act.

Though the Company has not appointed Internal Auditor during the financial year under review, but as appointed M/s. Amruta Joshi & Co. Chartered Accountants as Internal Auditor for the financial year 202324.

The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The Company has in place adequate internal financial control system which ensure orderly and efficient conduct of its business, safeguarding of its assets and accuracy and completeness of accounting records, timely preparation of reliable financial information and various regulatory and statutory comp Iiance

Further, company''s internal control system is commensurate with the size, scale and complexity of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks with best practices in the industry. The Management with Audit Committee periodically reviews the Internal Control System and procedure for the efficient conduct of the business.

3. The Company has not filed its Annual Return as per section 92 of the Act.

The Company has filed its Annual Return as per section 92 of the Act and nothing is pending as on the date of signing of this Directors'' Report

4. The Company has not filed Managing Director appointment form DIR-12.

Mr. Bharat C. Parekh (DIN-02650644) is whole time Director and accordingly the provisions of section 203 is duly complied with. However the Company is in the process of changing the designation of Mr. Bharat C. Parekh from Whole Time Director to Managing Director

5. The Company promoter holding is yet to dematerialize their shares in demat form, almost majority of promoter shareholding is still in physical mode.

The Promoters'' holding is dematerialize upto 92.75%, the balance promoters'' holding of 7.25% will be dematerialize.

As per the Loan agreement with SIFL the promoters had pledged its entire shareholding of 4,02,16,214 (93.70%) of its issued capital of 4,29,63,470 shares, hence the company was obligated to honour the pledge and hence couldn''t comply with the SEBI Norms for Minimum Public Shareholding (MPS) and accordingly the Demat clause of SEBI

During the year, the company has successfully completed its OTS with SIFL

Post the settlement, the pledge on the promoter shares by SIFL has been removed and the company has made application to BSE and SEBI for waiver of fines and removal of suspension on the trading of the shares

Accordingly the company is awaiting response from BSE and SEBI, post which the company shall get the promoter shareholding dematted

6. The Company has not filed MGT-14 for adoption of Directors report.

The Company will do the same.

7. The annual disclosure under regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011 has not been filed with the stock exchange.

The annual disclosure under regulation 30(1) and 30(2) of SEBl(Substantial Acquisition of Shares and

Takeovers) Regulations, 2011 as on 31.03.2023 has been filed. For the previous financial year ended, the

Company has filed the above disclosure as on the date of signing of this Directors'' Report. However there is no change in the promoters'' holding for the previous years.

8. The trading in Company shares is suspended at stock exchange due to non-filing and / or delay in compliance of Regulation 31, 33, 55A, 40(9), 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also for non-payment of Annual Listing fees

The Company has already placed its application to BSE for waiver of fines and removal of suspension on trading.

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.

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.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

In pursuance to the provisions of section 177(9) and (10) of the Companies Act, 2013, Vigil Mechanism to Directors and Employees to report genuine concerns has been established.

The Purpose of the Whistleblower Policy is to allow employees to raise concern about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and / or discrimination, as a result of such reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy. The Vigil Mechanism Policy has been uploaded on the website of the Company

i.e. www.tpiindia.in

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.

Related Party Transactions

All related party transactions that were entered into during the financial year ended 31st March, 2023 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.

The Company has not entered into any related party transaction during the year under review, except payment of sitting fees to Independent Director and Key Managerial Personnel as mentioned below:

Key Management personnel & Relative & controlling firm [Net]	ASON 31.03.2023	ASON 31.03.2022
Guarantee Commission to Mr. B. C. Parekh	300	300
Remuneration paid to Mr. B. C. Parekh	780	390
Sitting Fee to Director lshan Selarka	45	15
Sitting Fee to Director Ravindra Shukla	70	20
Salary- prathamesh R Sonsurkar	75	-
Mahesh Barku Khapre	506	506
Bharat P Parekh (Net Loan Taken)	5454	(96)

PUBLIC DEPOSIT

During the year, the Company has not accepted or renewed any deposit from the public as covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

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.

Foreign Exchange Earnings and Outgo

The company had neither consumed nor earned any foreign exchange during the year ended 31st March, 2023.

Deposits : The Company has not accepted any deposits during the year under review 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, 2023, 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, we will comply with requirements those regulations within six months from the date on which the provisions became applicable to our Company.

CEO / CFO Certification:

As required by Regulation 17(8) of SEBl(Listing Obligations and Disclosure Requirements) Regulations, 2015, The CEO / CFO certificate for the financial year 2022-23 has been submitted to the Board and the copy thereof is contained in the Annual Report.

Material Changes and Commitments

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

Significant and Material Orders Passed by Regulators, Courts and Tribunals

There is no significant and material order passed by Court and Tribunal. However, the following fines has been imposed during year under review by the respective Regulators.

Sr.No.	Name of the Regulator	Nature of fines
1	Registrar of Companies, Mumbai **	Non-compliance of section 149(1)
2	BSE Ltd	Non-Compliance of Regulation under
		SEBl(LODR) Regulations, 2015
3	BSE Ltd	Non-payment of Listing fees

** Show Cause Notice reference - ROC/MUM/Adj/2023 /Section 149(1) / 1601 dated 28thMarch, 2023 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.

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.

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.

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 the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the loss of the Company for the year ended on that date.

3. The have taken proper and sufficient care 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.

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

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

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

Acknowledgement

The board of Directors would like to express their 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. The Board of Directors also wish to Place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers, Managers, Financial institutions and all stakeholders.

. For and on behalf of the Board

Date: 11th August, 2023

Place: Mumbai

Bharat Parekh Managing Director DIN : 02650644

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the Thirty Second Annual Report together with the audited financial statements for the year ended 31st March, 2014. (Rs. in Lacs)

FINANCIAL RESULTS: Year ended Year ended 31.03.2014 31.03.2013

Total Income 2310.25 2100.41

Total Expenditure 2018.37 1 774.20

Protit/Loss) before Interest, 291.88 326.21 Depreciation, Amortisation Exceptional Items Less: Interest 204.39 222.78 Depreciation 77.95 76.82

Profit/(Loss) before Exceptional 9.56 26.61 Item & Tax Add: Exceptional Items 0.73 Nil Profit/(Loss) Before Tax 8.81 26.61 Less : Provision for Taxation Nil Nil Profit / (Loss) After Tax 8.81 26.61

DIVIDEND:

In view of the accumulated losses and to conserve resources for the business of the Company, the Board of Directors of your Company regret their inability to recommend any dividend for the year ended 31st March, 2014

OPERATION REVIEW:

The Indian economy has been plagued by persistant slow down since 2012. The Combination of domestic and global factors are responsible for down turn, spiraling inflation and rising interest rates over past few years have subdued both investment and demand.

Operating in volatile and uncertain environment, your Company demonstrated the resilence of its business model. Despite of these constraints and challenging environment, the company performed reasonably well and the highlights of the performance are as under;

a) The total income of Rs. 2310.25 lacs during the year against Rs. 2100.41 lacs during the previous year.

b) The Operational Profit before interest and depreciation and interest for the year under review is Rs. 291.88 lacs as against Rs. 326.21 lacs during the previous year.

FUTURE OUTLOOK:

The Company''s motto is to establish long term relationship with its vendors and includes them in its growth plan. The macro-economic environment began to show sign of recovery. In the emerging market to contrast struggled for sustaining growth rate and deal with inflationary pressure, your company looks forward to move moderate growth path.

With the Net worth of the Company becoming positive and finalization of Long Term Business and Investment Plan, your Company looks forward promising and challenging FIBCs business in the years to come.

With new petrochemical complexes being set up such as Hindustan Energy Mittal Limited (HEML) and expansion of existing manufacturer like IOCL, Reliance Industries Limited, the demand for Kraft Lined Bags is also going to increase.

FIXED DEPOSITS :

The Company had accepted unsecured loan to meet the working capital requirement of the Company. The acceptance of said unsecured loan has resulted into non-compliance with section 58A of the Companies Act, 1 956. The business circumstances has forced the Company to avail unsecured loan. The Management is of the opinion that considering the Company being under BIFR purview, the consequences associated with contravention of section 58A of the Companies Act, 1956 will be diluted.

DIRECTORS:

Pursuant to the provisions of section 161 (1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ishan D. Selarka was appointed as an additional Director designated as Non-Executive Promoter with effect from 14th November, 201 3 and he shall hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing Mr. Ishan D. Selarka for the appointment.

Mr. Sandeep Podar retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to the requirement u/s 21 7(2AA) of the Companies Act, 1 956, with respect to Director''s Responsibility Statement, it is confirmed :

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures. .

b) that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give True and Fair view of the slate of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

c) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on a going concern basis.

PERSONNEL:

There were no employees covered u/s 21.7(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHOLOGY AND FOREIGN EXCHANGE:

Particulars pursuant to section 217(1)(He) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure forming the part of this Report.

AUDITORS:

M/s B. R. Dalai & Co. Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting and have expressed their willingness to continue as Statutory Auditor for the Financial Year 2014-15. The relevant certificate to the effect that their appointment, if made, will be in pursuant to section 224(1 B) of the Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to the Annual General Meeting.

AUDITORS''REPORT:

The Comments in the Auditors Report are self explanatory and suitably explained in the Notes to the Accounts.

SICK INDUSTRIAL COMPANY:

As informed earlier, the Company had been declared as Sick Industrial Company u/s 3(i)(o) of Sick Industrial Companies (Special Provision) Act, 1985, at BIFR hearing held on 12lh December, 2005 and IDBI was appointed as Operating Agency.

At the hearing held on 1th September, 2010 BIFR has approved the Rehabilitation Scheme under reference SS-10. The IDBI has been appointed as Monitoring Agency and Monitoring Committee has been constituted for review and appraisal

At the direction of BIFR in the hearing held on 19th March, 2013, the Company had submitted Modified Draft Rehabilitation Scheme and all the clarification & explanation with regards to said MDRS had been submitted through IDBI, Monitoring Agency to BIFR. The next hearing is scheduled on 30thJuly, 2014 on the MDRS. In the mean time, the Company has moved Miscellaneous Application for the requisite approval of BIFR for allotment of equity shares to SICOM Investment and Finance Ltd for their investment of Rs.300lac.

CORPORATE GOVERNANCE:

A report on the Corporate Governance is annexed hereto and forms part of this Report.

HUMAN RESOURCES DEVELOPMENT:

Talent Management, leadership development and succession planning are the major focus areas for the Company. Your Company have been focusing on acquiring and retaining the talent with requisite competencies. The Company is committed to create an appropriate climate, opportunities and systems to facilitate identification, development and utilization of their full potential. The Company provide in house training to its workers.

The Management of the Company enjoys cordial relations with its employee at all levels. The Board of Directors wish to place on record its highest appreciation for the contribution made by all the employees in achieving growth of the Company

CASH FLOW STATEMENT:

In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31 "March, 2014 is annexed hereto.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the assistance and co-operation extended by SICOM Ltd. SICOM Investment and Finance Limited (SIFL), Kokan Mercantile Co-op. Bank Ltd,, Union Bank of India and all the government authorities. Your Directors also acknowledge with thanks the continued support and confidence reposed in the Management by the Company''s Shareholders, Customers and suppliers.

For and on behalf of the Board

Place: Mumbai B. C. Parekh Date :30th May, 2014 CHAIRMAN

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Mar 31, 2013

To, The Members of TPI INDIA LIMITED

The Directors are pleased to present the Thirty First Annual Report together with the audited financial statements for the year ended 31st March, 2013.

(Rs.in lacs)

FINANCIAL RESULTS: Year ended Year ended 31.03.2013 31.03.2012

2100.41 2050.03

Total Income

1774.20 1697.59

Total Expenditure

Profit/loss) before Interest, Depreciation, Amortizations 326.21 35.44

Exceptional Items 222.78 261.20

Less: Interest

Depreciation 76.82 75.91

Profit / (Loss) before Exceptional Item & Tax 26.61 15.33

Add: Exceptional Items Nil 1.73

Profit / (Loss) Before Tax 26.61 13.60

Less : Provision for Taxation Nil Nil

Profit! (Loss) After Tax 26.61 13.60

DIVIDEND:

In view of the accumulated losses and to conserve resources to the business of the Company, Use Board to Directors of your Company regret their inability to recommend any dividend for the year ended 31 March, 2013

OPERATION REVIEW

The global economy in the Financial Year (FY) 2012-13 improved slowly, but was short on expectation Several

European economies experienced recession due to high unemployment, banking fragility, fiscal tightening and sluggish growth. Deceleration in industrial output and exports weakened India''s economic growth significantly.

FY 2012-13 proved to be a challenging year amidst global economic uncertainties and disturbances in many parts of the world. Despite of these constraints and challenging environment, the company performed reasonably well and the h highlights of the performance are as under:

a) The total income of Rs. 2100,41 lacs during the year against Rs. 2050.03 lacs during the previous year

b) The Operational Profit before interest and depreciation and interest for the year under review if Rs. 326.21 lacs as against Rs. 352.44 lacs during the previous year.

Further during the year, SICOM Investment and Finance Limited has subscribed for Preference shares up to . 500 lacs and Equity shares up to Rs. 300 Lacs and appropriated subscription amount towards its Secured Debts.

:Fate Miandis continues to face challenges on the road to sustained recover The economic. crisis, and its ramification have accelerated the shift of economic power. Despite of prevailing economic uncertainties, in long- term, India continues to offer considerable opportunities aided by its favorable demographic profile

With the dilution of Jute order by 10%, which is further expected to be diluted by 30%r the demand for packing food grains in PP woven sacks is going to increase substantially. During the year under review, the Company received its first Order of Rs. 100 lacs from Director General of Supplies and Disposals (DCS&D) in March and executed the same.

With increasing global integration, the large consumer market has attracted global companies for their manufacturing hub f tie-up in India. Your Company has also been associated with GRIEF, US based Bulk Sag Manufacturer, for supply of FIBCs on job work basis to cater to their growing demand domestically and globally. The Company is in discussion with them on Long term investment for FIBC business.

Year ahead looks promising with subscription towards Preference and Equity Shares from Secom Investment & Finance Limited (SIFL). Further with the Net worth of the Company becoming positive in the current year, the Company will be able to raise the funds for its operations at normal banking rate of interest from nationalized bank & thereby there wi11 be saving in the cost of finance.

With new petrochemical complexes being set us such as Hindustan Energy Metal Limited (HEML) and expansion of existing manufacturer like IOCI., Reliance Industries Limited, the Demand for Kraft Lined Bags is also going to increase.

FIXED DEPOSITS:

The Company had accepted unsecured loan to meet the working capital requirement of the Company. The acceptance of said unsecured loan has resulted into non-compliance with section 58A of the Companies Act,

J 956. The business circumstances has forced the Company to avail unsecured loan. The Management is of the opinion that considering the Company being under BIFR purview, the consequences associated with contravention of section 58Aof the Companies Act, 1956 will be diluted,

DIRECTOR''S:

Mr. Hasmukh C. Parekh retie res by rotation and being eligible offer himself for re-appointment.

DIRECTORS''RESPONSIBILITY STATEMENT;

Pursuant to the requirement u/s 2t 7(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, it is confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to the material I departures.

b) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give True and Fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

c) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on a going concern basis.

PERSONNEL:

There were no employees covered u/s 217(2 AJ of the Companies Act, T 95 6 read with the Companies (Particulars of Employees} Rules, 1975.

ENERGY, TECHOLOGY AND FOREIGN EXCHANGE:

Particulars pursuant to section 217(she) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in Report of Board of Directors} Rules, 1988 are given in the Annexure forming the part of this Report.

M/s 6. R. Dalai & Co. Chartered Accountants, retires at the condos. on of the Meeting and have expressed their willingness to continue as Statutory Auditor tor the Financial Year 2014.

The relevant certificate lo the effect that their appointment, if made, will be in pursuant to*Known 2240B) of .he Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to the

Annual General Meeting.

The'' Commit be Auditors Report are self explanatory and suitably explained in the Notes lo the Accounts.

A information had been declared as Sick Industrial Company u/s 3(i)(o) of Sick Industrial

Companies (Special Provision) Act, 1985, at BlFR hearing held on 12 December, 2005 and IDBI was appointed

At Station 1st September, 2010 Blurb has approved the Rehabilitation Scheme under reference SS-10 The IDBI has been apt jointed as Monitoring Agency and Monitoring Committee has been constituted tor relaw

The that is approved reduction of capital and has directed the Company to submit Modified Draft Rehabilitation Scheme at the hearing held on 19" March, 2013. The Company is in the process of finalizing and Submitting MDRS to BlFR.

CORPORATE GOVERNANCE:

A report on the Corporate Governance is annexed hereto and forms part of this Report.

HUMAN RESOURCES DEVELOMENT

Talent Management leadership development and succession planning are the major focus areas to the Com any vSr Company have been focusing on an acquiring and retaining the talent with requisite competencies. The Company is committed to create an appropriate climate, opportunities and systems to act mate identification, development and utilization of their full potential. The Company provide in house training to Its workers.

The Management of the Company enjoys cordial relations with its employee at all levels. The Board of wish to place on record its highest appreciation for the contribution made by all the employees in achieving growth of the Company

CASH FLOW ATATEMENT:

In conformity with the cause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31-March, 2013 is annexed hereto.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the assistance and co-operation extended by SICOM Ltd., Investment and Finance Limited (SIFL), Kokan Mercantile Co-op. Bank Ltd., Union Sank off And*and a the government authorities. Your Directors also acknowledge with thanks the continued support and confidence reposed in the Management by the Company''s Shareholders, Customers and suppliers.

For and on behalf of the Board

place: Mumbai H.C.Parekh

chairman

Date: 30th May, 2013

---

Mar 31, 2012

To, The Members of TPI INDIA LIMITED

The Directors are pleased to present the Thirtieth Annual Report together with the audited financial statements for the year ended 31st March, 2012.

(Rs. in Lacs)

FINANCIAL RESULTS: Year ended Year ended 31.03.2012 31.03.2011

Total Income 2050.03 2092.14

Total Expenditure 1697.59 1695.89

Profit/(Loss) before Interest, Depreciation, Amortisation 352.44 396.25 Exceptional Items

Less: Interest 261.20 244.33

Depreciation 75.91 76.52

Profit/(Loss) before Exceptional Item & Tax 15.33 75.40

Add: Exceptional Items 1.73 0.50

Profit (Loss) Before Tax . 13.60 74.90

Less : Provision for Taxation Nil Nil

Profit / (Loss) After Tax 13.60 74.90

Add : (Loss) Brought Forward from Previous Years (3753.56) (3828.46)

Balance Carried to Balance Sheet (3739.96) (3753.56)

DIVIDEND:

In view of the accumulated losses and to conserve resources for the business of the Company, the Board of Directors of your Company regret their inability to recommend any dividend for the year ended 31st March, 2012

OPERATION REVIEW:

During the year under review, the Company has earned total income of Rs. 2050.03 lacs as against 2092.14 lacs during the previous year. The operational profit before interest and depreciation for the year under review is Rs. 352.44 as against Rs. 396.25 lacs during the previous year. (Further higher interest charge of Rs. 261.20 lacs during the year under review as against Rs. 244.33 lacs in the previous year, the Profit after depreciation and interest is Rs. 1 3.60 lacs during the year under review as against Rs. 74.90 lacs in the previous year.

FUTURE OUTLOOK:

The Company has attained economy in overhead with centralized factory operations at Murbad. With rationalization of labour, process improvement and plant layout, the Management is confident of increased volume of operations and improved capacity utilization. With the focus on cost saving, excellence in the product quality, customer service and operational efficiency, the Order book for the product shall remain satisfactory.

FIXED DEPOSITS:

The Company had accepted unsecured loan to meet the wording capital requirement of the Company. The acceptance of said unsecured loan has resulted into non-compliance with section 58A of the Companies Act, 1956 as the entire net worth of the Company has been eroded. However the entire amount due on such unsecured loan had been paid of and no amount is outstanding/payable.

The business circumstances has forced the Company to avail unsecured loan. The Management is of the opinion that considering the Company being under BIFR purview, the consequences associated with contravention of section 58AoftheCompanies Act, 1956 will be diluted.

DIRECTOR''S:

Mr. Akshay Bhatt retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to the requirement u/s 217(2AA) of the Companies Act:, 1956, with respect to Director''s Responsibility Statement, it is confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departures.

b) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give True and Fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

c) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on a go ing concern basis.

PERSONNEL:

There were no employees covered u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHOLOGY AND FOREIGN EXCHANGE:

Particulars pursuant to section 217(1 He) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure forming the part of this Report.

AUDITORS:

M/s B. R. Dalai & Co. Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting and have expressed their willingness to continue as Statutory Auditor for the Financial Year 2012-13. The relevant certificate to the effect that their appointment, if made, will be in pursuant to section 224(1 B) of the Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to the Annual General Meeting. -

AUDITORS''REPORT:

The Comments in the Auditors Report are self explanatory and suitably explained in the Notes to the Accounts.

SICK INDUSTRIAL COMPANY:

As informed earlier, the Company had been declared as Sick Industrial Company u/s 3(i)(o) of Sick Industrial Companies (Special Provision) Act, 1985, at BIFR hearing held on 12th December, 2005 and IDBI was appointed as Operating Agency.

At the hearing held on 1 st September, 2010 BIFR has approved t ie Rehabilitation Scheme under reference SS-10. The IDBI has been appointed as Monitoring Agency and Monitoring Committee has been constituted for review and appraisal.

CORPORATE GOVERNANCE:

It is apparent from the Audited Financial Statement, due to lower capacity utilization and non-availability of working capital funds, your Company is incurring losses every year and based on the reference made to BIFR, your company was declared Sick Industrial Company u/s 3(i)(o) of Sick Industrial Companies (Special Provision) Act, 1985, at BIFR hearing held on 12th December, 2005 and IDBI was appointed as Operating Agency.

With the constitution of the various committees in terms of the requirement of Listing Agreement with Stock Exchange and the appointment of Independent Directors, the efforts are being made to ensure the compliance of clause49 of the Listing Agreement.

A report on the Corporate Governance is annexed hereto and forms part of this Report

HUMAN RESOURCES:

The Company views its employees as valuable resources who contribute in the growth, prosperity and development of the organization. The Company is committed to create an appropriate climate, opportunities and systems to facilitate identification, development and utilization of their full potential. The Company provides in- house training to its worker.

The Management of the Company enjoys cordial relations with its employees at all levels. The Board of Directors wish to place on record its highest appreciation for the contribution made by all the employees in achieving growth of the Company.

CASH FLOW STATEMENT:

In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31a March, 2012 is annexed hereto. .

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the assistance and co-operation extended by SICOM Ltd. SICOM Investment and Finance Limited (SIFL), Kokan Mercantile Co-op. Bank Ltd., Union Bank of India and all the government authorities. Your Directors also acknowledge with thanks the continued support and confidence reposed in the Management by the Company''s Shareholders, Customers and suppliers.

For and on behalf of the Board

Place: Mumbai H. C. Parekh

Date :21st August, 2012 CHAIRMAN

---

Mar 31, 2011

The Members,

TPI INDIA LIMITED

The Directors are pleased to present the Twenty Ninth Annual Report together with the audited financial statements for the year ended 31st March, 2011.

(Rs. in Lacs)

FINANCIAL RESULTS: Year ended Year ended 31.03.2011 31.03.2010

Total Income 2092.14 1734.95

Total Expenditure 1695.89 1463.81

ProfitALoss) before Interest, Depreciation, Amortisation 396.25 271.14 Exceptional Items

Less: Interest 244.33 189.05

Depreciation 76.52 74.11

Profit / (Loss) before Exceptional Item & Tax 75.40 7.98

Less: Prior Years' Expenses 0.50 2.50 Add: Exceptional Items - under OTS & Waiver 0.00 55.79

Profit / (Loss) Before Tax 74.90 61.27

Less : Provision for Taxation Nil Nil

Profit / (Loss) After Tax 74.90 61.27

Add : (Loss) Brought Forward from Previous Years (3828.46) (3889.73)

Balance Carried to Balance Sheet (3753.56) (3828.46)



DIVIDEND:

In view of the accumulated losses and to conserve resources for the business of the Company, the Board of Directors of your Company regret their inability to recommend any dividend for the year ended 31st March, 2011

OPERATION REVIEW:

During the year under review, your Company has earned total income of Rs. 2092.14 lacs as against 1734.95 lacs during the previous year. The operational profit before interest and depreciation for the year under review is Rs. 396.25 as against Rs. 271.14 lacs during the previous year showing increase of about 46 %. Thus the operational review reveal achievement of economies in production process due to its gross contribution, but due to high interest cost of Rs. 244.33 lacs during the year under review as against Rs. 189.05 lacs in the previous year, the Profit after depreciation and interest is Rs. 75.40 lacs during the year under review as against Rs. 7.98 lacs in the previous year. Your Management is committed to ensure comprehensive internal controls across its operations to achieve optimum commercial & technical economies.

FUTURE OUTLOOK:

The centralized factory operation at Murbad has resulted in improved input-output ratio, cost effectiveness and economies in direct factory overhead and during the current year, with further better capacity utilization, the financial results shall be encouraging. Further with the approval of Rehabilitation Scheme by BIFR and implementation thereof, the management was successful in swapping over of the part of High Cost borrowing to normal rate of interest with longer repayment schedule, the result whereof can be appraised in the current financial year. The Company has implemented the modernization cum optimization programme on the key area of cost effectiveness, excellence in product quality and customer service, operational productivity and efficiency. Your Management will continue their efforts in developing & concentrating in value added product to maintain lead position in the market and improve bottom margin. However, the overall outlook for 2011-12 appears to be positive but neverthless challenging.

FIXED DEPOSITS :

The Company had accepted unsecured loan to meet the working capital requirement of the Company. The acceptance of said unsecured loan has resulted into non-compliance with section 58A of the Companies Act, 1956 as the entire net worth of the Company has been eroded.

The business circumstances has forced the Company to avail unsecured loan. The Management is of the opinion that considering the Company being under BIFR purview, the consequences associated with contravention of section 58A of the Companies Act, 1956 will be diluted.

DIRECTOR'S:

Mr. B.C. Parekh retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is confirmed :

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures.

b) that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give True and Fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

c) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on a going concern basis.

PERSONNEL:

There were no employees covered u/s 217{2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHOLOGY AND FOREIGN EXCHANGE:

Particulars pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure forming the part of this Report.

AUDITORS:

M/s B. R. Dalai & Co. Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting and have expressed their willingness to continue as Statutory Auditor for the Financial Year 2011 -12. The relevant certificate to the effect that their appointment, if made, will be in pursuant to section 224(1 B) of the Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to the Annual General Meeting.

AUDITORS'REPORT:

The Comments in the Auditors Report are self explanatory and suitably explained in the Notes to the Accounts.

SICK INDUSTRIAL COMPANY:

As informed earlier, the Company had been declared as Sick Industrial Company u/s 3(i)(o) of Sick Industrial Companies (Special Provision) Act, 1985, at BIFR hearing held on 12lh December, 2005 and IDBI was appointed as Operating Agency.

At the hearing held on 1 st September, 2010 BIFR has approved the Rehabilitation Scheme under reference SS-10. The IDBI has been appointed as Monitoring Agency and Monitoring Committee has been constituted for review and appraisal.

CORPORATE GOVERNANCE:

With the constitution of the various committees in terms of the requirement of Listing Agreement with Stock Exchange and the appointment of Independent Directors, the efforts are being made to ensure the compliance of clause 49 of the Listing Agreement.

A report on the Corporate Governance is annexed hereto and forms part of this Report.

HUMAN RESOURCES:

The Company views its employees as valuable resources who contribute in the growth, properity and development of the organ ization. The Company is committed to create an appropriate climate, opportunities and systems to facilitate identification, development and utilization of their full potential. The Company is providing in-house training to its worker.

The Management of the Company enjoys cordial relations with its employees at all levels. The Board of Directors wish to place on record its highest appreciation for the contribution made by all the employees in achieving growth of the Company.

CASH FLOW STATEMENT:

In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2011 is annexed hereto.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the assistance and co-operation extended by SICOM Ltd. SICOM Investment and Finance Limited (SIFL), Kokan Mercantile Co-op. Bank Ltd., Union Bank of India and all the government authorities. Your Directors also acknowledge with thanks the continued support and confidence reposed in the Management by the Company's Shareholders, Customers and suppliers.

For and on behalf of the Board

Place: Mumbai H. C. Parekh Date :30th May, 2011 CHAIRMAN

---

Mar 31, 2010

The Members,

TPI INDIA LIMITED

The Directors are pleased to present the Twenty Eighth Annual Report together with the audited financiaUtatementsforthevearended 31 "March. 2010.

(Rs. in Lacs)

FINANCIAL RESULTS: Year ended Year ended 31.03.2010 31.03.2009

Total Income 1734.95 1500.07

Total Expenditure 1463.81 1355.60

Profit/Loss) before Interest, Depreciation, Amortisation 271.14 144.47 Exceptional Items

Less: Interest 189.05 42.87

Depreciation 74.11 73.81

Profit / (Loss) before Exceptional Item & Tax 7.98 27.79

Less : Prior Years' Including Income Tax Adjustments (2.50) (0.62)

Add : Exceptional Items - Waiver on OTS and Waiver 55.79 7092.71

Less : Provision for Taxation Nil 1.58

Profit / (Loss) After Tax 61.27 7118.30

Add : (Loss) Brought Forward from Earlier Year (3889.73) (11,0081.03)

Less : Transfer to General Reserve Nil Nil

Balance Carried to Balance Sheet (3828.46) (3889.73)

DIVIDEND:

In view of the accumulated losses and to conserve resources for the business of the Company, the Board of Directors of your Company regret their inability to recommend any dividend for the year ended 31st March, 2010

OPERATION REVIEW:

During the year under review, your Company has earned total income of Rs. 1734.95 lacs as against 1500.07 lacs during the previous year. The operational profit before interest and depreciation for the year under review is Rs. 271.14 as against Rs. 144.47 lacs during the previous year showing increase of about 88 %. However due to high cost of borrowing which is of Rs. 189.05 lacs during the year under review as against Rs. 42.87 lacs in the previous year, the Profit after depreciation and interest is Rs. 7.98 lacs during the year under review as against Rs. 27.79 lacs in the previous year.. Further during the year under review, your Company has achieved ISO 9001 : 2008 recognition.

FUTURE OUTLOOK:

With the consolidation of factory operation at Murbad, installation of balancing equipments and up-gradation of the existing machineries & utilities, the Company has achieved new milestone in its operation and has maintained its market share. The Capex has enabled the Company to offer state of manufacturing facilities according to international standard. The Order book remain satisfactory and will improve further as end users in the West bank increasingly towards India for cost effectiveness packaging which is essential item and the Company is confident that it should be able to continue its progress. The Management remain focused on the key areas of cost effectiveness, excellence in product quality and customer service, operational productivity and efficiency.

FIXED DEPOSITS:

The Company had accepted unsecured loan to meet the working capital requirement of the Company. The acceptance of said unsecured loan has resulted into non-compliance with section 58A of the Companies Act, 1956 as the entire net worth of the Company has been eroded. However the entire amount due on such unsecured loan had been paid of and no amount is outstanding/payable

The business circumstances has forced the Company to avail unsecured loan. The Management is of the opinion that considering the Company being under BIFR purview, the consequences associated with contravention of section 58Aof the Companies Act, 1956 will be diluted.

DIRECTOR'S:

Mr. Sandeep Poddar retires by rotation and being eligible offer himself for re-appointment.

DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures.

b) that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give True and Fair view of the state of affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for that period.

c) that the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the annual accounts on a going concern basis.

PERSONNEL:

There were no employees covered u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHOLOCY AND FOREIGN EXCHANGE:

Particulars pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies ( Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure forming the part of this Report.

AUDITORS:

M/s B. R. Dalai & Co. Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting and have expressed their willingness to continue as Statutory Auditor for the Financial Year 2009-10. The relevant certificate to the effect that their appointment, if made, will be in pursuant to section 224(1 B) of the Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to the Annual General Meeting.

AUDITORS'REPORT:

The Comments in the Auditors Report are self explanatory and suitably explained in the Notes to the Accounts.

SICK INDUSTRIAL COMPANY:

As informed earlier, the Company had been declared as Sick Industrial Company u/s 3(i)(o) of Sick Industrial

Companies (Special Provision) Act, 1985, at BIFR hearing held on 12th December, 2005 and IDBI was appointed as Operating Agency.

After the settlement and payment to all the Secured Lender including MSFC, the Draft Rehabilitation Scheme submitted to Industrial Development Bank of India - operating agency had been approved by BIFR and the same is under process of circulation to all the concerned agencies by BIFR & subsequent final hearing for its implementation.

CORPORATE GOVERNANCE:

It is apparent from the Audited Financial Statement, due to lower capacity utilization and non-availability of working capital funds, your Company is incurring losses every year and based on the reference made to BIFR, your company was declared Sick Industrial Company u/s 3(i)(o) of Sick Industrial Companies (Special Provision) Act, 1985, at BIFR hearing held on 12th December, 2005 and IDBI was appointed as Operating Agency.

With the constitution of the various committees in terms of the requirement of Listing Agreement with Stock Exchange and the appointment of Independent Directors, the efforts are being made to ensure the compliance of clause 49 of the Listing Agreement.

A report on the Corporate Governance is annexed hereto and forms part of this Report.

HUMAN RESOURCES:

The Company views its employees as valuable resources who are important stakeholders in the growth, properity and development of the organization. The Company is committed to create an appropriate climate, opportunities and systems to facilitate identification, development and utilization of their full potential. The Company is providing in-house training to its worker.

The Management of the Company enjoys cordial relations with its employees at all levels. The Board of Directors wish to place on record its highest appreciation for the contribution made by all the employees in achieving the excellent growth during the year.

CASH FLOW STATEMENT:

In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2010 is annexed hereto.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the assistance and co-operation extended by SICOM Ltd. SICOM Investment and Finance Limited (SIFL), Union Bank of India and all the government authorities. The Directors also express their appreciation for the co-operation and support extended by ex-banker and consortium members namely Indian Overseas Bank, Federal Bank Limited, South Indian Bank Limited and Bank of Baroda and ex-financial institutions IDBI and MSFC.Your Directors also acknowledge with thanks the continued support and confidence reposed in the Management by the Company's Shareholders, Customers and suppliers.

For and on behalf of the Board

H.CParekh CHAIRMAN Place :Murbad Date :31st May,2010