The Board of Directors ("Board") of TCC Concept Limited ("Company") with immense pleasure present their report on the business and operations of your Company for the financial year 2023-24. This Report is being presented along with the audited financial statements for the financial year.

financial highlights

number of meetings of the board

During the year, 11 meetings of the Board were held. Details of the meetings are given in Corporate Governance Report.

state of company's affairs

(a) Based on Standalone financials

During the year under review, the Company has achieved turnover of H 480.42 Lakh as against turnover of H 120.00 Lakh in the previous year. After deducting total expenditure aggregating to H 408.68 Lakh, the Company has earned profit after tax of H 58.90 Lakh as against profit of H 81.66 Lakh of the previous year.

(b) Based on Consolidated financials

During the year under review, the Company has achieved turnover of H 7365.23 Lakh. After deducting total

expenditure aggregating to H 5065.00 Lakh, the Company has earned profit after tax of H 2028.47 Lakh.

(c) Change in Registered and Corporate office address of the Company

During the year under review, the Company has obtained the approval from Regional Director ("RD”)for shifting of registered office from the state of Gujarat to the State of Maharashtra. The Registered Office of the Company has shifted from 32, Milanpark Society, Nr. Jawahar Chowk, Maninagar, Ahmedabad-380008 to 5^th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007. Accordingly, the Corporate Office of the Company has also been shifted to 5^th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007.

the amounts, if any, which it proposes to carry to any reserves

The amount which is carried to any reserves, if any, is duly disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

material changes and commitments

post the closure of the financial year, the following activities were undertaken:

1. Raising of funds by issuance of Equity Shares on a private placement basis

In April, 2024, the Company has raised H 27.5 Cr. by issue of Equity shares on preferential basis.

2. Conversion of Compulsory Convertible Debentures ("CCDs") into Equity shares of the Company

In May, 2024 the Company has converted 24,988 Compulsory Convertible Debentures ("CCDs”) into 6,99,664 Equity Shares in pre-determinded ration of 28:1.

3. Takeover of Natural Environment Solutions Private Limited ("NES") Business:

In August, 2024, the Company has acquired 98.78% stake in NES by way of SWAP of shares and allotted 1,29,38,448 equity shares of the Company in consideration other than cash.

4. Increase in the Authorized Share Capital of the Company:

The Company has increased its authorized share capital to H 40 Cr.

Except as above there were no material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

significant events during the year

1. Name CHange

During the year under review, your Company has changed its object and in line with the statutory requirement given under regulation 45 of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the "ListiNg REgulatioNs"), the Board of Directors put forth the proposal for changing the name of the Company from AASWA TRADING AND EXPORTS LIMITED' TO 'TCC CONCEPT LIMITED' before the members by the way of passing special resolution.

Accordingly, approval of the members through special resolution was accorded through postal ballot (remote e-voting) for the change of name of the Company.

2. AequisitioN of BraNtford LiMitEd aNd EMF Clime PrivatE LiMitEd:

In June, 2023, the Company has acquired 100% stake in Brantford Limited and EMF Clinic Private Limited by way of SWAP of shares and allotted 1,25,58,060 equity shares of the Company in consideration other than cash.

3. AequisitioN of Altrr Software SErvicEs LiMitEd:

In January, 2024, the Company has acquired 100% stake in Altrr Software Services Limited by way of SWAP of shares and allotted 77,56,336 equity shares of the Company in consideration other than cash.

particulars of loans, guarantees or investments

Details of loans, guarantees and investments under the provisions of section 186 of the Companies Act, 2013, are disclosed in Balance Sheet and Notes to Balance Sheet as part of Financial Statements.

statement indicating development and implementation of risk management policy of the company

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a Company's capacity to create sustainable value is the risks that the Company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a Company's operating environment and they emerge on a regular basis. The Company's Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Company is well aware of the above risks and as part of business strategy has a robust risk management framework to identify, evaluate and mitigate business risks with timely action. This framework seeks to enable growth, create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage by undertaking effective steps to manage risks.

The Board approved Risk Management policy has been put in place, which is reviewed periodically, to establish appropriate system and procedures to mitigate all risks faced by the Company.

The Risk Management policy of the Company is available on the website at https://tccltd.in/policies/

change in the nature of business

The company has recently expanded its focus to encompass a broader range of real estate services. Our new objective is to provide comprehensive real estate solutions, including property search and identification, brokerage, and agent services for both commercial and residential properties. Additionally, we will be developing and offering subscription-based technologies to enhance these services. We are also venturing into lead generation, property appraisal, and asset leasing, including commercial and residential properties, IT parks, and furniture.

Accordingly, the Company has altered its object clause in extraordinary general meeting dated 29 April, 2023.

directors and key managerial person

Following changes took place on the board of the company during the year:

details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government

The Auditors has not reported any frauds under sub-section (12) of section 143 other than those which are reportable to the central government.

deposits

The company has not accepted any deposit during the financial year.

significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future

During the year, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

adequacy of internal financial controls

The Company has a proper and adequate system of internal financial controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition, and that transactions are authorized, recorded, and reported correctly. The internal control system is supplemented by extensive programme of audit, review by management, and documented policies, guidelines and procedures.

internal complaints committee under the sexual harassment of women at workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under for prevention and redressal of complaints of sexual harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

There was no complaint received from any employee during the Financial Year 2023-24 and hence no complaint is outstanding as on 31 March 2024 for redressal.

the details of application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year

No application made or no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the Financial Year under review, there has been no incident of one time settlement for loan taken from the banks of financial institutions and hence not being commented upon.

related party transactions/ disclosure

The Company has not entered into any related party transaction as provided in sub-section (1) of section 188 of the Companies Act, 2013 which is not in its ordinary course of business or not on arm’s length basis. Hence, in accordance of proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the sub-section (1) of section 188 of the Companies Act, 2013 is not applicable for the financial year.

dividend

The Board regrets to declare any dividend.

annual return

The copy of Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 is placed on website of the Company. The web-link of the Annual Return is https:// tccltd.in/annual-return/

share capital

Authorised Share Capital

The Company has Authorized Share Capital of H 25 Cr. as on 31-03-2024, which increased to H 40 Cr. after closing of the financial year.

paid-up share capital

The Company has Paid-up Share Capital of H 21.03 Cr. as on 31-03-2024, which increased to H 35.67 Cr. after closing of the financial year.

particulars of employee and related disclosures

Disclosure pursuant to Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the year.

particulars of remuneration

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

(a) The median remuneration of employees of the Company during the financial year was H 240,000 per year,

(b) There was two permanent employee on the rolls of Company as on March 31, 2024;

explaination or comment by the board on every qualification, reservation or adverse remark or disclaimer made by auditor in its report

The Statutory Auditor has not made any qualification, reservation or adverse remark or disclaimer in its report,

explaination or comment by the board on every qualification, reservation or adverse remark or disclaimer made by company secretary in practice in its secretarial audit report

The Secretarial Audit report of the Company is annexed herewith as Annexure-1 to the Report, Point-wise explanation on observation made by the Secretarial Auditor in its report is as follows:

declaration by independent director

The Company has received necessary declaration from each independent director under sub-section (7) of section 149 of the Companies Act, 2013 that they meet the criteria of independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.

policy on director's appointment and remuneration

The policy on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is available on web-link https://tccltd.in/policies/

conservation of energy, technology absorption, foreign exchange earnings and outgo

Consider the business activities of the Company the requirement relating to providing the particulars relating to conservation of energy and technology absorption stipulated in Rule 8 of the Companies (Accounts) Rules 2014 required to be furnished under section 134 (3)(m) of the Companies Act, 2013 is not applicable. Particulars of foreign currency earnings and outgo during the year are Nil.

details of policy developed and implemented by the company on its corporate social responsibility initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

subsidiaries, joint ventures and associate companies

As on the end of financial year, details of subsidiaries, joint ventures and associate companies is as follows:

In accordance with Section 136 of the Act, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all working days up to the date of the Annual General Meeting of the Company. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at www.tccltd.in

consolidated financial statements

in accordance with the provisions of the Act, Regulation 33 of the Listing Regulations and applicable Indian Accounting Standards notified under the Companies (Indian Accounting Standard) Rules, 2015, the Audited Consolidated Financial Statements of the Company for the Financial Year 202324, together with the Auditors’ Report forms part of this Annual Report.

opinion of the board with regard to integrity, expertise and experience of the independent director

in the opinion of the Board all the independent Directors including independent Directors appointed during the year, if any, are person of integrity and has expertise and experience in relevant field. Further, all the independent directors have cleared proficiency self-assessment test conducted by the Indian institute of Corporate Affairs.

annual evaluation of performance of the board, its committees and individual directors

Regulation 4(2)(f) of the Listing Regulations mandates that the Board shall monitor and review the board evaluation framework. The Act states that a formal annual evaluation of the performance of the Chairman, Board, its committees and of individual directors shall be made. Further, Regulation 17(10) of the Listing Regulations and Schedule IV of the Act state that the performance evaluation of independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. Regulation 17(10) of the Listing Regulations also mandates that the Board shall evaluate the fulfilment of the independence criteria of the independent Directors as per the Listing Regulations and their independence from the management.

The performance evaluation of Chairman of the Company, all the individual directors, the Board as a whole and that of its Committees was conducted based on the criteria and framework adopted by the Board.

maintainance of cost records

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

disclosure on audit committee

Composition of Audit Committee under section 177 of the Companies Act, 2013 is as follows:

The Board accepted the recommendation of the Audit Committee whenever made by the Committee, during the Financial Year under review.

Further, details relating to the Audit Committee are provided in the Corporate Governance Report, which forms part of this Annual Report.

director's responsibility statement

in accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013 the Board hereby state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate counting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

corporate governance report

Corporate Governance Report pursuant to Part C of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-2.

compliance certificate by chief financial officer

Compliance Certificate by Chief Financial Officer pursuant to regulation 17(8) and Part B of Schedule II of Securities and Exchange Board of india (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-3.

declaration affirming compliance of code of conduct

The Company has received confirmations from all the Board of Directors as well as Senior Management Executives regarding

compliance of the Code of Conduct during the year under review, A declaration by the Managing Director affirming compliance of Board Members and Senior Management Personnel to the Code is attached to this report as Annexure-4

compliance certificate by practising company secretary

Compliance Certificate regarding compliance of conditions of Corporate Governance by Practicing Company Secretary pursuant to Part E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-5

management discussion and analysis

Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is part of the Annual Report,

insolvency and bankruptcy

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon,

acknowledgement

Your Directors would like to express their sincere appreciation to it Members, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co- operation and support and looks forward to their continued support in future, Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company,