Amalgamation/Merger

July 31, 2026 To, To, BSE Limited, National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th floor, Plot no. C/1, Dalal Street, Mumbai- 400 001. G Block, Bandra Kurla Complex, Mumbai – 400051. Scrip Code: 512038 NSE Symbol: TCC Sub.: Intimation of Scheme of Amalgamation (by way of Merger by Absorption). Dear Sir/ Ma’am, Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), we hereby inform that the Board of Directors of the Company at its meeting held on July 31, 2026, and based on the recommendations of the Audit Committee have inter-alia, considered and approved the Scheme of Amalgamation (by way of Merger by Absorption) by and among ALTRR Software Services Limited (Wholly Owned Subsidiary) (“Amalgamating Company” or “Transferor Company” or “ALTRR”) and TCC Concept Limited (“Amalgamated Company” or “Transferee Company” or “TCC”) and their respective Shareholders and Creditors (“Scheme”). The Scheme shall be subject to requisite statutory and regulatory approvals, including approval of the Hon’ble National Company Law Tribunal, Mumbai and such other approvals, permissions and sanctions of regulatory and other authorities as may be necessary. The details as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026 are enclosed herewith as an Annexure-I. Kindly take the same on your record. Yours faithfully, For TCC Concept Limited Isha Arora Company Secretary & Compliance Officer Encl: as above TCC Concept Limited Regd. Office: 5th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Tel.: 020 2952 0104 Email Id: compliance@tccltd.in I Website: www.tccltd.in Annexure-I Disclosures as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026. Sr. Particulars Details 1. Name of the entity(ies) Transferor Company: ALTRR Software Services Limited forming part of the Turnover (F.Y. 2025-26): 1,272.05 (INR in Lacs) amalgamation/merger, Net worth (F.Y. 2025-26): 1,627.05 (INR in Lacs) details in brief such as, size, turnover etc. Transferee Company: TCC Concept Limited Consolidated Turnover (F.Y. 2025-26): 17,939.3 (INR in Lacs) Consolidated Net worth (F.Y. 2025-26): 1,64,534.09 (INR in Lacs) 2. Whether the transaction Yes, it will fall under Related Party Transaction, as the Scheme of would fall within related Amalgamation is by and among the Wholly Owned Subsidiary viz party transactions? If yes, ALTRR Software Services Limited and its holding/parent whether the same is done Company viz. TCC Concept Limited. at “arm’s length However, as per the MCA Circular No. 30/2014, dated 17.07.2014, it was clarified that transactions arising out of the Compromises, Arrangements and Amalgamations dealt with under specific provisions of the Companies Act, 2013, will not attract the requirements of section 188 of the Companies Act, 2013. Further, in accordance with the Regulation 23(5)(b) of SEBI LODR, the provisions relating to related party transactions under the SEBI LODR are not applicable to the proposed Scheme. 3. Area of business of the The Transferor Company is primarily engaged in the business of entity(ies); AI backed solutions. It has developed a data analytical platform branded as TryThat.ai, a full-stack solution designed to empower real estate stakeholders and customers to engage, transact and scale using AI-powered tools. TryThat.ai enables real estate professionals, developers and enterprises to generate leads, boost customer engagement and make precise data-backed decisions. Built with scalability in mind, the platform reduces friction in transactions, supports smart lead management, and covers the entire customer lifecycle from property discovery to post-sales service. The Transferee Company is a diversified technology-driven enterprise focused on building and scaling innovative businesses across AI, digital infrastructure, technology, logistics, e- commerce, and real estate technology. Through its portfolio of businesses and strategic investments, the Company is committed to delivering sustainable value by leveraging innovation, operational excellence, and technology-led transformation. It operates through multiple business verticals, TCC Concept Limited Regd. Office: 5th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Tel.: 020 2952 0104 Email Id: compliance@tccltd.in I Website: www.tccltd.in including AI-powered technology solutions, cloud storage platforms, data centre infrastructure, logistics, digital commerce, and other emerging technology businesses. Its integrated business model enables it to identify high-growth opportunities, foster innovation, and create scalable enterprises across diverse sectors. The Equity Shares of the Transferee Company are listed on BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). 4. Rationale for The proposed amalgamation pursuant to this Scheme is expected amalgamation/merger; to result into the following benefits: a. The Transferor Company is a wholly owned subsidiary of the Transferee Company, and the primary business activity of the Transferor Company is supplemental to the principal business activities carried out by the Transferee Company. In order to achieve consolidation and integration of the business and operations of the Transferor Company with those of the Transferee Company, streamline management, and maintain a simplified corporate structure, it is proposed that the Transferor Company be amalgamated with and into the Transferee Company pursuant to the Scheme; b. The proposed merger is expected to yield administrative synergies through elimination of duplicative functions and processes, and reduction in legal, regulatory and compliance requirements; c. The proposed merger would facilitate optimal utilization of cash flows and resources through elimination of inter- company transactions, strengthen the financial position and operational capabilities of the Transferee Company, and enable streamlined business processes and cost efficiencies, thereby providing a stronger and more robust financial foundation for the Transferee Company and, as a listed entity, enhancing overall financial efficiency, transparency and value creation for its shareholders; d. The subject Scheme is in interest of the Transferor Company, the Transferee Company and their respective shareholders and creditors, and such Scheme will not have any adverse impact on the stakeholders. 5. in case of cash There is no consideration involved since the Transferee Company consideration – amount or holds 100% of the equity shares of the Transferor Company, and otherwise share exchange pursuant to amalgamation of Transferor Company with ratio Transferee Company, equity shares held by Transferee Company in Transferor Company shall stand cancelled and therefore, no shares of the Transferee Company shall be issued and allotted in consideration of the amalgamation of the Transferor Company with the Transferee Company. TCC Concept Limited Regd. Office: 5th Floor, VB Capitol Building, Range Hill Road, Opp. Hotel Symphony, Bhoslenagar, Shivajinagar, Pune-411007 I CIN: L68200PN1984PLC222140 I Tel.: 020 2952 0104 Email Id: compliance@tccltd.in I Website: www.tccltd.in 6. brief details of change in No, post amalgamation, no change in the shareholding pattern shareholding pattern (if of TCC is envisaged as no shares would be issued in consideration any) of listed entity. of amalgamation. TCC Concept Limited Regd. Office: 5th Floor, VB [Showing first 8,000 characters — download PDF for full document]