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TCC CONCEPT LIMITED Capital/Financing Update 2026

Feb 12, 2026

62499_rns_2026-02-12_1bcae41f-e5ff-4430-9840-8c5e02bc00f3.pdf

Capital/Financing Update

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February 12, 2026

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001. Scrip Code: 512038

Sub.: Monitoring Agency Report on the utilization of proceeds raised through preferential issue, for quarter ended December 31, 2025.

Dear Sir/Ma’am,

Pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Regulation 162A of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), please find enclosed herewith, the Monitoring Agency Report issued by CARE Ratings Limited, in respect of utilization of proceeds raised through the preferential issue for consideration other than cash, for the quarter ended December 31, 2025.

Kindly take the same on record.

Yours faithfully, For TCC Concept Limited

ISHA Digitally signed by ISHA ARORA Date: 2026.02.12 ARORA 15:44:35 +05'30'

Isha Arora Company Secretary & Compliance Officer

Encl.: As above

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

Monitoring Agency Report

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No. CARE/PRO/GEN/2025-26/1068

The Board of Directors

TCC Concept Limited

5th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007

February 12, 2026

Dear Sir/Ma’am,

Monitoring Agency Report for the quarter ended December 31, 2025 - in relation to the Preferential Issue of TCC Concept Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Preferential Issue of Equity Shares by way of swap of shares for the amount aggregating to Rs.661.47 crore of the Company and refer to our duties cast under Regulation 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2025 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated November 24, 2025.

Request you to kindly take the same on records.

Thanking you,

Yours faithfully,

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Ashish Kashalkar

Associate Director [email protected]

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Report of the Monitoring Agency

Name of the issuer: TCC Concept Limited For quarter ended: December 31, 2025 Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: No deviation

(b) Range of Deviation: Not Applicable

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature: Name of the Authorized Signatory: Ashish Kashalkar Designation of Authorized person/Signing Authority: Associate Director

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1) Issuer Details:

Name of the issuer : TCC Concept Limited (TCC) Name of the promoter : Mr. Umesh Kumar Sahay and Mr. Abhishek Narbaria Industry/sector to which it belongs : IT and IT related services

2) Issue Details

Issue Period : Not Applicable Type of issue (public/rights) : Preferential Issue by Swap of Shares (No cash consideration) Type of specified securities : Equity shares IPO Grading, if any : Not Applicable Issue size (in `crore) : Rs.661.47 crore (Refer to Note below)

Note: The company had initially offered 1,18,55,560 Equity Shares under the preferential issue, at Rs.557.9445 per share (including share premium of Rs.547.9445 per share) to acquire 3,50,32,475 equity shares and 30,13,917 Compulsorily Convertible Preference Shares (CCPS) of Pepperfry Limited (Pepperfry) (98.98% shareholding in Pepperfry) aggregating to Rs.6,61,47,44,496.42 on a share swap basis (no cash consideration). The share swap ratio for TCC to Pepperfry stood at 17:1,40,000 for equity shares and 232:59 for CCPS (to be rounded down to nearest whole number), as per the report by CA Harsh Chandrakant Ruparelia. However, one shareholder of Pepperfry, holding 65,516 equity shares, did not participate in the preferential issue. Accordingly, the company received share transfers for the acquisition of 3,49,66,959 equity shares and 30,13,917 CCPS of Pepperfry (98.81% shareholding in Pepperfry) and therefore, the company has allotted 1,18,55,553 equity shares at Rs.557.9445 per share, amounting to Rs.6,61,47,40,590.81 on a share swap basis.

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3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Reply Source of information /
certifications considered by
Monitoring Agency for
preparation of report		 Comments of the
Monitoring Agency		 Comments of the
Board of Directors
Whether all utilization is as per the disclosures in the Offer
Document?		 Yes EOGM
Resolution,
Resolution
passed
by
the
Management
Committee of Board of Directors of
the
Company
for
allotment,
Chartered
Accountant
(CA)
Certificate*, PAS-3 allotment form,
Report by CA Harsh Chandrakant
Ruparelia, Fairness opinion by
Rarever Financial Advisors Private
Limited
and
Management
confirmation		 In Q3FY26, the company completed the share swap
transaction through the allotment of equity shares to
identified investors as consideration for the
acquisition of equity shares and CCPS of Pepperfry
Limited. The total shares allotted were 7 lower than
the number of shares proposed in the EOGM
resolution. Same was approved as per Resolution
passed by the Management Committee of Board of
Directors of the Company for allotment dated
December 08, 2025, December 10, 2025 and
December 11, 2025.
The MA has not independently assessed the valuation
or the share swap ratio and has relied solely on the
report included in the offer document, which has
recommended the highest valuation for TCC among
the three approaches used and for Pepperfry Limited,
valuation is done using the income approach.
The share swap ratio for TCC to Pepperfry stood at
17:1,40,000 for equity shares and 232:59 for CCPS (to
be rounded down to nearest whole number), as per
the “report on recommendation of fair valuation of
equity shares of Pepperfry Limited and TCC Concept
Limited” and fairness opinion by Rarever Financial
Advisors Private Limited.		 One
of
the
proposed
sellers
under
the
share
swap arrangement
did not transfer the
equity
shares
as
contemplated.
Accordingly,
the
corresponding
shares
of
the
Company were not
allotted
to
such
seller.
As a result, the total
number of shares
allotted was lower
by 7 shares than the
number approved
in
the
EOGM
resolution, leading
to a difference of
Rs. 3,905.61 in the
aggregate
issue
size.
Whether shareholder approval has been obtained in case of
material deviations# from expenditures disclosed in the		 Not Applicable EOGM Resolution, CA Certificate*
and Management confirmation		 Nil No Comments

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Particulars Reply Source of information /
certifications considered by
Monitoring Agency for
preparation of report		 Comments of the
Monitoring Agency		 Comments of the
Board of Directors
Offer Document?
Whether the means of finance for the disclosed objects of
the issue have changed?		 Yes EOGM Resolution, CA Certificate*
and Management confirmation		 The total shares allotted were 7 lower than the
number of shares proposed in the EOGM resolution.
However, in value terms, the difference between the
proposed and actual issue size amounted to
Rs.3,905.61.		 One
of
the
proposed
sellers
under
the
share
swap arrangement
did not transfer the
equity
shares
as
contemplated.
Accordingly,
the
corresponding
shares
of
the
Company were not
allotted
to
such
seller.
As a result, the total
number of shares
allotted was lower
by 7 shares than the
number approved
in
the
EOGM
resolution, leading
to a difference of
Rs. 3,905.61 in the
aggregate
issue
size.
Is there any major deviation observed over the earlier
monitoringagencyreports?		 Not Applicable Not Applicable This is the first monitoring agency report. No Comments

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Particulars Reply Source of information /
certifications considered by
Monitoring Agency for
preparation of report		 Comments of the
Monitoring Agency		 Comments of the
Board of Directors
Whether all Government/statutory approvals related to the
object(s)have been obtained?		 Not Applicable EOGM Resolution, CA Certificate*
and Management confirmation		 Not Applicable No Comments
Whether
all
arrangements
pertaining
to
technical
assistance/collaboration are in operation?		 Not Applicable CA Certificate* and Management
confirmation		 Not Applicable No Comments
Are there any favorable/unfavorable events affecting the
viabilityof these object(s)?		 Not Applicable CA Certificate* and Management
confirmation		 Not Applicable No Comments
Is there any other relevant information that may materially
affect the decision making of the investors?		 Yes CA Certificate*and Management
confirmation		 The shareholder holding 65,516 equity shares of
Pepperfry, who did not participate in the preferential
issue, transferred its shares to the company for a cash
consideration of Rs.3,905.61 (equivalent to 7 shares
as per share swap ratio), which is not a part of the
preferential issue.		 No Comments
  • *The above details are verified by Mehra Goel & Co. vide its CA certificate dated January 29, 2026.

Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

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4) Details of objects to be monitored:

(i) Cost of objects –

Sr.
No		 Item
Head		 Source of information /
certifications considered by
Monitoring Agency for
preparation of report		 Original cost Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
(as per the Offer
Document) in Rs.
Crore		 Revised Cost
in Rs. Crore		 Comments of
the Monitoring
Agency		 Reason for cost revision Proposed
financing
option		 Particulars of -firm
arrangements
made
1 Acquisition of Pepperfry
Limited		 CA Certificate*, EOGM
Resolution^, Report by CA
Harsh Chandrakant Ruparelia~		 661.4744 661.4741 Reason for cost
revision:
Share
transfers
received for less
number
of
shares
(Refer
Note
below)		 One of the proposed sellers
under
the
share
swap
arrangement did not transfer
the
equity
shares
as
contemplated. Accordingly,
the corresponding shares of
the
Company
were
not
allotted to such seller.
As a result, the total number
of shares allotted was lower
by 7 shares than the number
approved
in
the
EOGM
resolution,
leading
to
a
difference of Rs. 3,905.61 in
the aggregate issue size.		 No
Comments		 No Comments
Total 661.4744 661.4741

*The above details are verified by Mehra Goel & Co. vide its CA certificate dated January 29, 2026.

^Sourced from Special Resolution passed at Extraordinary General Meeting held on November 05, 2025.

~Report by CA Harsh Chandrakant Ruparelia, Registered Valuer – Securities or Financial Assets.

Note: The company had initially offered 1,18,55,560 Equity Shares under the preferential issue, at Rs.557.9445 per share (including share premium of Rs.547.9445 per share) to acquire 3,50,32,475 equity shares and 30,13,917 CCPS of Pepperfry (98.98% shareholding in Pepperfry) aggregating to Rs.6,61,47,44,496.42 on a share swap basis (no cash consideration). The share swap ratio for TCC to Pepperfry stood at 17:1,40,000 for equity shares and 232:59 for CCPS (to be rounded down to nearest whole number), as per the report by CA Harsh Chandrakant Ruparelia. However, one shareholder of Pepperfry, holding 65,516 equity shares, did not participate in the preferential issue. Accordingly, the company received share transfers for the acquisition of 3,49,66,959 equity shares and 30,13,917 CCPS of Pepperfry (98.81% shareholding in Pepperfry) and therefore, the company has allotted 1,18,55,553 equity shares at Rs.557.9445 per share, amounting to Rs.6,61,47,40,590.80 on a share swap basis.

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(ii) Progress in the objects –

Sr.
No		 Item
Head		 Source of information /
certifications considered
by Monitoring Agency for
preparation of report		 Amount
as
proposed
in Offer
Document
in Rs.
Crore		 Amount utilised in Rs. Crore Amount utilised in Rs. Crore Amount utilised in Rs. Crore Total
unutilised
amount		 Comments of the Board
of Directors		 Comments of the Board
of Directors
Comments of the
Monitoring Agency
Revised
cost in
crore
As at
beginning
of the
quarter
in Rs.
Crore		 At the Reasons
for idle
funds		 Proposed
course of
action
During
 end of against
the
 the the raised
quarter
 quarter amount
in Rs.
crore
in Rs.
 in Rs.
Crore Crore
1 Acquisition
of Pepperfry
Limited		 CA Certificate*, EOGM
Resolution^, Report by CA
Harsh
Chandrakant
Ruparelia~,
Fairness
opinion
by
Rarever
Financial Advisors Private
Limited,
Resolution
passed
by
the
Management Committee
of Board of Directors of
the
Company
for
allotment,
PAS-3
allotment form and TCC
Demat
Account
Statement		 661.4744 661.4741 0.00 661.4741 661.4741 0.00 In Q3FY26, the company
completed
the
share
swap
transaction
through the allotment of
equity
shares
to
identified investors as
consideration
for
the
acquisition
of
equity
shares
and
CCPS
of
Pepperfry Limited. The
total
shares
allotted
were 7 lower than the
number
of
shares
proposed in the EOGM
resolution. Same was
approved
as
per
Resolution passed by the
Management Committee
of Board of Directors of
the
Company
for
allotment
dated
December
08,
2025,		 No
Comments		 No
Comments

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Sr.
No		 Item
Head		 Source of information /
certifications considered
by Monitoring Agency for
preparation of report		 Amount
as
proposed
in Offer
Document
in Rs.
Crore		 Amount utilised in Rs. Crore Amount utilised in Rs. Crore Amount utilised in Rs. Crore Total
unutilised
amount		 Comments of the Board
of Directors		 Comments of the Board
of Directors
Comments of the
Monitoring Agency
Revised
cost in
crore
As at
beginning
of the
quarter
in Rs.
Crore		 At the Reasons
for idle
funds		 Proposed
course of
action
During
 end of against
the
 the the raised
quarter
 quarter amount
in Rs.
crore
in Rs.
 in Rs.
Crore Crore
December 10, 2025 and
December 11, 2025.
The
MA
has
not
independently assessed
the valuation or the
share swap ratio and has
relied
solely
on
the
report included in the
offer document, which
has recommended the
highest valuation for TCC
among
the
three
approaches used and for
Pepperfry
Limited,
valuation is done using
the income approach.
Total 661.4744 661.4741 0.00 661.4741 661.4741 0.00

*The above details are verified by Mehra Goel & Co. vide its CA certificate dated January 29, 2026.

^Special Resolution passed at Extraordinary General Meeting held on November 05, 2025.

~Report by CA Harsh Chandrakant Ruparelia, Registered Valuer – Securities or Financial Assets

Note: The share swap ratio for TCC to Pepperfry stood at 17:1,40,000 for equity shares and 232:59 for CCPS (to be rounded down to nearest whole number), as per the “report on recommendation of fair valuation of equity shares of Pepperfry Limited and TCC Concept Limited” and fairness opinion by Rarever Financial Advisors Private Limited.

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(iii) Deployment of unutilized public issue proceeds: Nil; The acquisition of Pepperfry Limited is completed.

Sr. No. Type of instrument and name of
the entity invested in		 Type of instrument and name of
the entity invested in		 Amount invested Maturity date Maturity date Earning Return on
Investment(%)		 Market Value as at the
end ofquarter		 Market Value as at the
end ofquarter
Not Applicable
The above details are verified by Mehra Goel & Co. vide its CA certificate dated January 29, 2026.
(iv)Delayin implementation of the object(s)
Completion Date Comments of the Board of Directors
Delay (no. of days/
Objects As per the offer
Actual months) Reason of delay Proposed course of action
document*
Acquisition of Pepperfry Limited Within 15 days of in-
principal approval from
BSE, which was received
on November 26,2025		 December 11, 2025 No delay No Comments No Comments

The above details are verified by Mehra Goel & Co. vide its CA certificate dated January 29, 2026.

*As per Page no. 10 of EOGM resolution dated November 05, 2025:

‘‘The Equity Shares shall be issued and allotted by the Company to the Investor in dematerialised form within a period of 15 (fifteen) days from the later of: (i) date of the approval of this Special Resolution; or (ii) receipt of last of the approvals required for such issue and allotment by relevant regulatory authorities (including but not limited to the in-principle approval of BSE for the issue and allotment of the equity Shares to Investors on a preferential basis), and subject to transfer of shares of Pepperfry in favor of the Company.’’

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document – Not Applicable

Source of information / certifications
Amount
Sr. No Item Head considered by Monitoring Agency for Comments of Monitoring Agency Comments of the Board of Directors
in Rs. Crore
preparation of report
Not Applicable No Comments

The above details are verified by Mehra Goel & Co. vide its CA certificate dated January 29, 2026.

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Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA” ). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditor/internal auditor which is peer reviewed audit firm appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from statutory auditors/internal auditor which is peer reviewed audit firm (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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