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TCC CONCEPT LIMITED Capital/Financing Update 2025

Oct 31, 2025

62499_rns_2025-10-31_fdf5ab51-7c72-4330-8440-d387244ec296.pdf

Capital/Financing Update

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October 31, 2025

To BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 Scrip Code: 512038

Ref.: Intimations dated October 9, 2025 and October 14, 2025.

Sub.: Intimation under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir/Ma’am,

Further to our intimations dated October 9, 2025 and October 14, 2025 and pursuant to Regulation 30 of the Listing Regulations, we wish to inform you that the board of directors of TCC Concept Limited (“ Company ”), at its meeting held today, have among others, considered and approved:

  1. The acquisition of an additional 9,225 compulsorily convertible preference shares (“ CCPS ”) and 14,52,527 equity shares of Pepperfry Limited (“ Pepperfry ”) from its shareholders (“ Sellers ”), resulting in a cumulative acquisition of 98.98% stake of Pepperfry on a fully-diluted basis, comprising of (i) 30,13,917 CCPS (constituting 100% of the CCPS) and (ii) 3,50,32,475 equity shares (constituting 98.90% of the total equity shares), collectively, under the share acquisition agreement and executed an addendum to the share acquisition agreement dated October 14, 2025.

The details required to be disclosed under Regulation 30 of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are provided in Annexure1 .

  1. Increase the size of the preferential issue to 1,18,55,560 equity shares of the Company of face value of Rs. 10 each, to the Sellers, for consideration other than cash (being utilized towards discharge of consideration for acquisition of 98.98% stake in Pepperfry on a fully diluted basis from the Sellers), on a preferential issue basis, subject to shareholder and regulatory approvals and such other permissions, sanctions and statutory approvals, as may be required.

The details required to be disclosed under Regulation 30 of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are provided in Annexure2 .

In reference to the above, a corrigendum dated October 31, 2025 to the Notice of Extra-ordinary General Meeting dated October 14, 2025 [is being dispatched / has been dispatched] to the members of the Company. A copy of the Corrigendum is enclosed as Annexure-3 .

TCC Concept Limited

Regd. Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Tel.: 020 2952 0104 Email Id: [email protected] I Website: www.tccltd.in

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The meeting of board of directors commenced at 5:00 P.M. (IST) and concluded at 6:00 P.M. (IST).

Kindly take the same on records.

Thanking You, For TCC Concept Limited

Digitally signed ISHA by ISHA ARORA Date: ARORA 2025.10.31 18:30:10 +05'30'

Isha Arora Company Secretray & Compliance Officer

TCC Concept Limited

Regd. Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Tel.: 020 2952 0104 Email Id: [email protected] I Website: www.tccltd.in

Annexure-1

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Sr. No. Particulars Details
1 Name of the target entity, details in brief
such as size, turnover etc.;
Name: Pepperfry Limited (“Pepperfry”)
About Pepperfry:
Founded in 2012 by Late Mr. Ambareesh Murty
and Mr. Ashish Shah, Pepperfry is India’s largest
omnichannel furniture and home goods e-
commerce marketplace. With a robust supply
chain, 150+ studios across 100+ cities, and
Assisted Buying services, it ensures a seamless
customer experience. Pepperfry has redefined
how India shops for furniture and home décor.
Turnover for FY 2025: Rs. 164.18 Crores
2 Whether the acquisition would fall within
related party transaction(s) and whether
the promoter/ promoter group/ group
companies have any interest in the entity
being acquired? If yes, nature of interest
and details thereof and whether the
same is done at “arm’s length”;
No, acquisition of Pepperfry does not qualify as
related party transaction and none of the
promoters or members of the promoter group or
directors of the Company are interested in the
transaction.
3 Industry to which the entity being
acquired belongs;
Online Market Place (E-Commerce)
4 Objects and impact of acquisition
(including but not limited to, disclosure
of reasons for acquisition of target entity,
if its business is outside the main line of
business of the listed entity);
The acquisition of Pepperfry is intended to
strengthen the Company’s presence in the e-
commerce and digital marketplace space,
complementing its core focus on technology-
driven platforms. By integrating Pepperfry’s
established
furniture
and
home
goods
marketplace with the Company’s innovation and
digital expertise, the Company aims to enhance
customer
experience,
create
operational
synergies, and unlock new growth opportunities.
This acquisition is in line with the Company’s
vision of building scalable and technology-
enabled consumer platforms.
5 Brief details of any governmental or
regulatory approvals required for the
acquisition;
The proposed acquisition requires approval of
the shareholders of the Company as well as the
stock exchange, in accordance with the
applicableprovisions of the Companies Act,2013

TCC Concept Limited

Regd. Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Tel.: 020 2952 0104 Email Id: [email protected] I Website: www.tccltd.in

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and the SEBI Regulations along with any other
approvals as may be prescribed under applicable
laws.
6 Indicative time period for completion of
the acquisition;
The Company will complete the acquisition by
allotting equity shares through a preferential
issue within 15 days from the date of passing of
the shareholders' resolution. Provided that, if
the allotment is pending due to any approval(s)
or permission(s) from any regulatory authority
or body or stock exchange, the Company shall
complete the allotment within 15 days from the
date of receipt of last such approval(s) or
permission(s). The acquisition is expected to be
completed by December 15, 2025.
7 Consideration
-
whether
cash
consideration or share swap or any other
form and details of the same;
Share swap.
The Company will issue 1,18,55,560 (One Crore
Eighteen Lakh Fifty Five Thousand Five Hundred
Sixty) Equity Shares under the Share Acquisition
Agreement in consideration for equity shares of
Pepperfry.
8 Cost of acquisition and/or the price at
which the shares are acquired
Cost of Acquisition - Rs. 6,61,47,44,496.42
(Rupees Six Hundred Sixty-One Crore Forty-
Seven Lakh Forty-Four Thousand Four Hundred
Ninety-Six and Forty-Two Paise) for 98.98% stake
of Pepperfry on fully-diluted basis
9 Percentage of shareholding / control
acquired and / or number of shares
acquired;
The Company will acquire 3,50,32,475 equity
shares and 30,13,917 Compulsorily Convertible
Preference Shares (CCPS) (representing 98.98%)
of Pepperfry on a fully-diluted basis.
10 Brief background about the entity
acquired in terms of products/line of
business acquired, date of incorporation,
history of last 3 years turnover, country
in which the acquired entity has presence
and any other significant information (in
brief);
Brief Background: Please refer point 1 above.
Date of Incorporation: July 25, 2011
Line of business: The Company is an online
marketplace provider hosting an e-commerce
platform facilitating sale of home décor items
and furniture to customers by third party
vendors. Further, the Company is the holding
company of (i) Pepperfry Modular Private
Limited, (ii) Clouddio Sleep Private Limited, and
(iii)Pepcart Logistics Private Limited.

TCC Concept Limited

Regd. Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Tel.: 020 2952 0104 Email Id: [email protected] I Website: www.tccltd.in

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Last 3 Years Turnover: FY 2024-25 – Rs. 164.18 Crores FY 2023-24 – Rs. 188.99 Crores FY 2022-23 – Rs. 272.40 Crores Presence and Incorporation: India

TCC Concept Limited

Regd. Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Tel.: 020 2952 0104 Email Id: [email protected] I Website: www.tccltd.in

Annexure-2

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Sr.
No.
Particulars Information
1 Type of securities proposed to be issued
(viz. equityshares,convertibles etc.);
Equity Shares
2 type of issuance (further public offering,
rights issue, depository receipts (ADR/GDR),
qualified institutions placement, preferential
allotment etc.);
Preferential Allotment
3 Total number of securities proposed to be
issued or the total amount for which the
securities will be issued (approximately)
1,18,55,560 (One Crore Eighteen Lakh Fifty
Five Thousand Five Hundred Sixty) fully paid-
up equity shares of the Company of the face
value of Rs. 10 (Rupees Ten) each share
(“Subscription Shares”) on preferential basis
at a price of Rs. 557.9445 (Rupees Five
Hundred Fifty-Seven and Ninety-Four Paise)
per Subscription Share including premium of
Rs. 547.9445 (Rupees Five Hundred Forty-
Seven and Ninety-Four Paise) per Subscription
Share aggregating to Rs. 6,61,47,44,496.42
(Rupees Six Hundred Sixty-One Crore Forty-
Seven Lakh Forty-Four Thousand Four Hundred
Ninety-Six and Forty-Two Paise).
4 Disclosure in case ofpreferential issue :
i. names of the investors; Name
of
additional
proposed
allottees
mentioned inScheduled-Aenclosed herewith.
ii. post allotment of securities -
outcome of the subscription, issue price /
allotted price (in case of convertibles),
number of investors;
Not Applicable
iii. in case of convertibles -
intimation on conversion of securities or on
lapse of the tenure of the instrument;
Not Applicable
Scheduled-A
Sr.
No.
Name of Proposed Allottee
1
Anupama Vedantam
2
Anupama Vedantam(Vedantam FamilyTrust)
Scheduled-A
Sr.
No.
Name of Proposed Allottee
1
Anupama Vedantam
2
Anupama Vedantam(Vedantam FamilyTrust)
Scheduled-A
Sr.
No.
Name of Proposed Allottee
1
Anupama Vedantam
2
Anupama Vedantam(Vedantam FamilyTrust)
Sr.
No.
Name of Proposed Allottee Category
1 Anupama Vedantam Non-Promoter
2 Anupama Vedantam(Vedantam FamilyTrust) Non-Promoter

TCC Concept Limited

Regd. Office: 5[th] Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Tel.: 020 2952 0104 Email Id: [email protected] I Website: www.tccltd.in