TCPL Packaging Limited — Board/Management Information 2024

Mar 21, 2024

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21[st] March 2024

The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Security Code:-523301

The National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block Bandra Kurla Complex, Bandra East, Mumbai 400 051 Trading Symbol:- TCPLPACK

Dear Sirs,

Re:-Outcome of Board Meeting

Pursuant to Regulations 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with Schedule III to the said Regulations, this is to inform you that the Board of Directors of the Company, at its Meeting held today, inter alia :-

• i) Upon recommendation of Nomination and Remuneration Committee, approved re-appointment of Mrs. Deepa Harris, as Independent Director of the Company for a second consecutive term of five years commencing from 1[st] April 2024 to 31[st] March 2029, and appointment of Mr. Ashish Razdan, as Additional Director, to hold the office of Non-Executive Independent Director of the Company for a term of five years commencing from 21[st] March 2024 to 20[th] March 2029 subject to passing of necessary special resolutions.

• ii) Approved the draft of Postal Ballot Notice with respect to the aforesaid matter and authorized the Company Secretary to finalize the Postal Ballot Notice, explanatory statement and notes thereon and issue the same to the members of the Company. Mr. Vijay Kumar Mishra, (FCS No. 5023 and CP No. 4279), practicing Company Secretary has been appointed as the Scrutinizer. In terms of section 108 and 110 of the Companies Act, 2013, relevant rules of the Companies (Management and Administration) Rules, 2014 and applicable provisions of Listing Regulation, the Company will provide its members the facility to exercise their vote for transacting the item of special business via remote-e-voting. The Company will be availing e-voting service of National Securities Depositories Limited. (NSDL). For this purpose, the cut-off date (benpos date) to record the entitlement of the members to cast their vote through e-voting is Friday the 22[nd] March 2024.

Further Mr. Atul Sud, Mr. Sudhir Merchant and Mr. Rabindra Jhunjhunwala will cease as Independent Directors of the Company on expiry of the second term of their Office as Independent Directors ending on 31[st] March 2024.

The Board placed on record the appreciation for the remarkable support and guidance provided by Mr. Atul Sud, Mr. Sudhir Merchant and Mr. Rabindra Jhunjhunwala during their tenure as Independent Directors, and for their active participation in all the decision-making processes of the Board and the Committees of the Board.

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The meeting commenced at 11.00 a.m. and concluded at 12.25 p.m. The detailed disclosure as required under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/ CFD /CMD/4/2015 dated 9[th] September 2015 pertaining to the aforesaid Directors, are attached as Annexure. Kindly take the same on your record and acknowledge the receipt.

Thanking You

For TCPL Packaging Limited

HARISH Digitally signed by HARISH ANCHAN ANCHAN Date: 2024.03.21 12:30:10 +05'30' Compliance Officer

Encl. As above

ANNEXURE

RE-APPOINTMENT OF MRS. DEEPA HARRIS, NON-EXECUTIVE INDEPENDENT DIRECTOR

Sr. No.	Particulars	Re-appointment of Mrs. Deepa Harris, as Independent Director
1	Reason for change viz. appointment, resignation, removal, death or otherwise	Mrs. Deepa Harris was appointed as Independent Director of the Company from 2ndAugust 2019 to 31stMarch 2024 and upon expiry of her first term as Independent Director, on recommendation of Nomination and Remuneration Committee, Mrs. Deppa Harris, has been re-appointed as Independent Director for second consecutive term of five years commencing from 1stApril 2024 to 31stMarch 2029 by the Board, subject passing of special resolution by the Members.
2	Date of appointment & Term of appointment	Date of approval of Board for re-appointment- 21stMarch 2024 Term of re-appointment Mrs. Deepa Harris has been re-appointed as Independent Director for a term commencing from 1stApril 2024 to 31stMarch 2029, subject to the passing of a special resolution by the members of the Company.
3	Brief-profile	Mrs. Deepa Harris is the CEO of BrandsWeLove LLP, a firm specialized in branding and marketing consultancy, she is luxury hospitality and brand specialist with proficiency in branding, marketing, sales with experience of more than 3 decades in Taj Group.

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4	Disclosure of relationships between Directors	Mrs. Deepa Harris is not related to any of the Promoters, Member of Promoter Groups and Directors of the Company.
5	Information as required pursuant to BSE Circular with ref. no. LIST/COMP/14/2018- 19 and the National Stock Exchange of India Ltd with ref. no. NSE/ CML/ 2018/ 24, dated 20th June, 2018.	Mrs. Deepa Harris is not debarred from holding the Office of Director by virtue of any SEBI Order and / or otherwise such other Authority

APPOINTMENT OF MR. ASHISH RAZDAN AS ADDITIONAL DIRECTOR / NONEXECUTIVE INDEPENDENT DIRECTOR

Sr. No.	Particulars	Appointment of Mr. Mr. Ashish Razdan as Additional Director / Non-Executive Independent Director
1	Reason for change viz. appointment, resignation, removal, death or otherwise	On the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Ashish Razdan (DIN: 03584734) as an Additional Director to hold Office of Non- Executive Independent Director, subject to approval of Members of the Company
2	Date of appointment & Terms of appointment	Date of approval of Board for appointment- 21stMarch 2024 Term of appointment Will be effective for a period of 5 years from 21stMarch 2024 to 20thMarch 2029 subject to approval of members of the Company.

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3	Brief-profile	Mr. Ashish is a Partner of M/s. Khaitan & Co., a leading law firm. His experience includes advising foreign and Indian corporations, private equity and venture capital funds and investment banks on corporate and commercial transactions such as mergers and acquisitions (both domestic and cross-border), private equity and venture capital investments, franchising and also on sports and corporate laws. He also co-chairs the India Working Group of the International Bar Association, where he facilitates the exchange of legal knowledge and best practices between Indian and global lawyers. He is LL.M., from Kings College London and B.A., LL.B. (Hons.), from National Law Institute University, Bhopal. He has also completed certificate programs in law firm management from prestigious institutions, such as Harvard Law School and Indian Institute of Management, Ahmedabad. His core competencies include legal writing, legal research, negotiation, and leadership. He works with the Executive Committee of Khaitan & Co on a number of strategic initiatives within the firm. He is passionate about advancing the legal profession and values collaboration, innovation, and excellence.
4	Disclosure of relationships between Directors	Mr. Ashish Razdan is not related to any of the Promoters, Member of Promoter Groups and Directors of the Company.
5	Information as required pursuant to BSE Circular with ref. no. LIST / COMP /14/2018-19 and the National Stock Exchange of India Ltd with ref. no. NSE/ CML/ 2018/ 24, dated 20th June, 2018.	Mr. Ashish Razdan is not debarred from holding the Office of Director by virtue of any SEBI Order and / or otherwise such other Authority

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CESSATION OF OFFICE OF MR. ATUL SUD, MR. SUDHIR MERCHANT AND MR. RABINDRA JHUNJHUNWALA AS INDEPENDENT DIRECTORS OF THE COMPANY UPON EXPIRY OF SECOND CONSECUTIVE TERM OF THEIR APPOINTMENT

Sr. No.		Particulars	Cessation of Office of Independent Directors
1		Reason for change viz. ~~appointment,~~ ~~resignation,~~ removal, ~~death~~ ~~or otherwise~~	Mr. Atul Sud, Mr. Sudhir Merchant and Mr. Rabindra Jhunjhunwala, were re-appointed as Independent Directors for second consecutive term commencing from 1stApril 2019 to 31st March 2024 and upon expiring of second term as Independent Director, Mr. Atul Sud, Mr. Sudhir Merchant and Mr. Rabindra Jhunjhunwala shall cease as Independent Directors of the Company
2		Date of ~~appointment/~~ Cessation ~~&~~ ~~Terms~~ ~~of~~ ~~appointment~~	1stApril 2024
3		Brief-profile (in case of appointment)	Not Applicable
4		Disclosure of relationships between Directors (in case of appointment)	Not Applicable

For TCPL Packaging Limited

HARISH Digitally signed by HARISH ANCHAN ANCHAN Date: 2024.03.21 12:30:32 +05'30' Compliance Officer