TCPL Packaging Limited — Interim / Quarterly Report 2021

Nov 3, 2021

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3[rd] November, 2021

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

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

Dear Sir(s),

Re:- Outcome of Board Meeting and Disclosure under Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015

We wish to inform you that meeting of the Board of Directors (“ Board ”), of the company was held today at 12.00 noon and concluded at 3.50 p.m.

Upon recommendation of Audit Committee, the Board considered and approved the Unaudited Financial Results (Standalone and Consolidated) for the quarter and half year ended 30[th] September 2021 and took the same on record along with Review Report by the Company’s Statutory Auditors.

Enclosed is the Unaudited Financial Results and the Review Report with unmodified opinion in respect to the Unaudited Financial Results of the Company for the quarter and half year ended 30[th] September 2021.

Further, the Board discussed the matter of purchase/ acquisition of 60% stake in Creative Offset Printers Private Limited (“ COPPL ”), a private limited company incorporated under the Companies Act 1956, which deals with offset printing and manufacturing of boxes mainly required by mobile phone manufacturing companies and approved to acquire 1,23,600 (One Lakh Twenty Three Thousand Six Hundred) Equity Shares, from the existing shareholders of COPPL.

Pursuant to the approval of the Board of Directors to the above transaction, the Company has executed a Share Purchase Agreement on 3[rd] November 2021 with Mr. Rohit Khanna and Ms. Gazal Dhillon (“the Sellers ”), and COPPL for purchase/acquisition of 1,23,600 (One Lakh Twenty Three Thousand Six Hundred) Equity Shares of COPPL constituting 60% of the equity share capital of COPPL from the Sellers and other incidental matters. The completion of the transaction is subject to fulfillment of certain conditions precedent. On Completion, COPPL will become a subsidiary of the Company.

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The disclosure required pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFO/CMD/4/2015 dated 9 September 2015 is enclosed as “ Annexure A ”.

Kindly take the same on your record and acknowledge the receipt.

Thanking you,

For TCPL Packaging Limited

NANAVATI SOHAN Digitally signed by NANAVATI SOHAN GAMANLAL GAMANLAL Date: 2021.11.03 15:51:21 +05'30'

Compliance Officer

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ANNEXURE A

Details with respect to the acquisition as required under Regulation 30(6) read with Schedule III Part A Para A (1) of the Listing Regulations and SEBI Circular CIR/CFD/CMD/4/2015 dated 9 September 2015

Details to be disclosed - Acquisition (including agreement to acquire)

Sr. No.	Particulars	Details
a)	Name of the target entity, details in brief such as size. turnover etc.	Creative Offset Printers Private Limited (“COPPL”). During the Financial Year 2019-2020 COPPL achieved a total revenue of Rs. 34.86 Crores
b)	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	The purchase of shares from shareholders of COPPL is not a related party transaction for the Company. The promoter/ promoter group/ group companies of the Company have no interest in the entity whose shares are being purchased.
c)	Industry to which the entity being acquired belongs;	COPPL is engaged in the business of manufacturing of boxes required by Mobile phone manufacturing Companies.
d)	Objects and effects 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);	Expanding the business of the Company by entering into new segment of packaging i.e. cartons and boxes required by mobile phone manufacturing companies. Large number of different manufacturers are expanding in mobile phone production. This would result in increasing the packaging share of the Company.
e)	Brief details of any governmental or regulatory approvals required for the acquisition;	Not Applicable
f)	Indicative time period for completion of the acquisition;	Within 45 days from execution of share purchase agreement
g)	Nature of consideration - whether cash consideration or share swap and details of the same;	The Consideration would be paid in cash.
h)	Cost of acquisition or the price at which the shares are acquired;	Direct purchase of shares at Rs. 7.88 crores
i)	Percentage of shareholding / control acquired and / or number of shares acquired;	The Company will purchase 1,23,600 equity shares constituting 60% in COPPL.
j)	Brief background about the entity acquired in terms of products/line of	Incorporated on 12 July 2002, COPPL is a packaging company specializing in mobile

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business acquired, date of phone packaging business with its incorporation, history of last 3 years registered office located in New Delhi and turnover, country in which the factory located in Greater Noida. acquired entity has presence and any other significant information (in Total provisional / audited revenue for the brief); last three financial years is as follows: Provisional Revenue FY 2020-21: Rs. 26.26 Crores; Audited Revenue: FY 201920: Rs. 34.86 Crores; FY 2018-19: Rs. 34.84 Crores-; and FY 2017-18: Rs. 35.62 Crores.

Kindly take the same on record and acknowledge the receipt.

Thanking You

For TCPL Packaging Limited

Digitally signed by NANAVATI NANAVATI SOHAN SOHAN GAMANLAL GAMANLAL Date: 2021.11.03 15:51:45 +05'30'

Compliance Officer

NANAVATI SOHAN GAMANLAL

Digitally signed by NANAVATI SOHAN GAMANLAL Date: 2021.11.03 15:52:22 +05'30'

NANAVATI SOHAN GAMANLAL

Digitally signed by NANAVATI SOHAN GAMANLAL Date: 2021.11.03 15:52:41 +05'30'

Digitally signed by NANAVATI SOHAN GAMANLAL Date: 2021.11.03 15:52:55 +05'30'

NANAVATI SOHAN GAMANLAL

Singhi & Co.

Chartered Accountants

B2 – 402B, Marathon Innova, 4[th] Floor, Off Ganpatrao Kadam Marg, Opp. Peninsula Corporate Park, Lower Parel, Mumbai – 400013. India

Tel: +91 (0) 22 – 6662 5537/38 E-mail : mumbai@singhico.com Website : www.singhico.com

Independent Auditor’s Review Report on Quarter and Half year ended September 2021 Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

TO THE BOARD OF DIRECTORS TCPL PACKAGING LIMITED

1. We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of TCPL PACKAGING LIMITED (“the Company”) for the quarter and half year ended September 30, 2021 (the “Statement”), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

2. This Statement which is the responsibility of the Company’s Management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under section 133 of the Companies, Act 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion based on our review of such interim standalone financial information.

3. We conducted our review of the statement in accordance with the Standard on Review Engagement (SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

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KOLKATTA (HO)

CHENNAI MUMBAI

BANGALORE

NEW DELHI

1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with the recognition and measurement principles laid down in the applicable Indian Accounting Standards (‘IND AS’) prescribed under section 133 of the Companies Act, 2013, read with relevant rules issued thereunder and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Place: Mumbai Date: 03[rd] November, 2021

For Singhi & Co. Chartered Accountants Firm Registration No. 302049E

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Sameer Mahajan Partner Membership No. 123266 UDIN: 21123266AAAACC8843

Digitally signed by NANAVATI SOHAN GAMANLAL Date: 2021.11.03 15:53:14 +05'30'

NANAVATI SOHAN GAMANLAL

NANAVATI Digitally signed by NANAVATI SOHAN SOHAN GAMANLAL GAMANLAL Date: 2021.11.03 15:53:31 +05'30'

NANAVATI Digitally signed by NANAVATI SOHAN SOHAN GAMANLAL Date: 2021.11.03 GAMANLAL 15:53:46 +05'30'

Singhi & Co. Chartered Accountants

B2 – 402B, Marathon Innova, 4[th] Floor, Off Ganpatrao Kadam Marg, Opp. Peninsula Corporate Park, Lower Parel, Mumbai – 400013. India

Tel: +91 (0) 22 – 6662 5537/38 E-mail : mumbai@singhico.com Website : www.singhico.com

Independent Auditor’s Review Report on Quarter and Half year ended September 2021 Unaudited Consolidated Financial Results of the Company pursuant to Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (as amended)

To the Board of Directors of TCPL Packaging Limited

1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of TCPL Packaging Limited ( hereinafter referred to as “the Holding Company”) and its subsidiary ( the Holding Company and its Subsidiary together referred to as “ the Group” ) for the quarter and half year ended September 30, 2021 (“the Statement” ) attached herewith being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

2. This Statement, which is the responsibility of the Holding Company’s Management and has been approved by the Holding Company’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under section 133 of the Companies Act 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a conclusion on these financial results based on the review.

3. We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

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1. The Statement includes the results of the following subsidiaries :

2. i. TCPL Innofilms Private Limited

3. ii. TCPL Middle East FZE, Dubai

KOLKATTA (HO)

CHENNAI

MUMBAI BANGALORE

NEW DELHI

1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.

2. The accompanying statement includes unaudited interim financial results and other unaudited financial information, in respect of 2 Subsidiaries, whose unaudited interim financial results and other unaudited financial information include total assets of Rs.1,341.13 Lakhs as at September 30, 2021, total revenue of Rs. NIL and total net loss after tax of Rs.13.60 Lakhs.

3. These unaudited interim financial results and other unaudited financial information of subsidiary have been approved and furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the affairs of the subsidiaries is based solely on such unaudited interim financial results and other unaudited financial information. According to the information and explanation given to us by the Management, these interim financial results are not material to the Group

Our conclusion on the Statement is respect of matters stated in para 6 is not modified with respect to our reliance on the financial information / financial result certified by the management.

Place: Mumbai Date: 03[rd] November, 2021

For Singhi & Co. Chartered Accountants Firm Registration No. 302049E Sameer Mahajan Partner Membership No. 123266 UDIN: 21123266AAAACD3880