TCM Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting to you the 80^th Annual Reportalong with the Audited Financial Statements of your Company for the year ended 31st March, 2024:

Your Company during the FY 2023-2024 recorded a highest turnover in recent previous years with its business of setting up and commissioning of Solar Power plants, TradingBusiness of Medical Diagnostic products, Manufacture of Cattle Feed and Real Estate. Your Company has recorded a total sales turnover of Rs.3246.80 lakhs in the FY 2023-2024 and shown a net profit after tax of Rs.20.36 lakhs. With regard to Chemical Manufacturing business, the production remains suspended in our Mettur unit, since the year 2011 due to financial constraints and scarcity of raw materials. The manufacturing activities at the Tuticorin was also stopped in the year 2012 and during this financial year, the factory land was liquidated as our company has no intentions to restart chemical manufacturing at this unit.

For Kalamassery unit, your Company during the year has signed a Memorandum of Understanding (MoU) with M/s Asset Homes TCM Townships Pvt Ltd, which is at present a Second Layer

Subsidiary of M/s Asset Homes Pvt Ltd, Kochi as a preliminary expression of the mutual understandings, agreements and obligations by each party, prior to entering into definitive agreements in relation to the joint development of 11 acres of the land owned by our company, after repayment of the project advance from Godrej Properties Limited, received in the year 2008. M/s Asset Homes TCM Townships Pvt Ltd would conceive detailed Development Master Plan for constructing residential apartments and other structures in this 11 acres land of your company, after obtaining all necessary permits, approvals etc for the development, funding the execution of the development, supervising every stage of development, marketing of spaces within the development and undertake the post-sale obligations on a later stage, the details of which are to be decided in the Shareholders Agreement and Joint Development Agreement to be entered subsequently. An amount of Rs. 25 Crore was received by your company as an advance from M/s Asset Homes TCM Townships Pvt Ltd. and out of which Rs. 15 Crore is invested in a commercial property, Hi Lite property, Maradu, Ernakulam, which is treated as a currect asset held for sale. Your company is also in the process of boosting the operations by taking up more orders, projects, deals in Healthcare, EdTech, Solar power plants installation and commissioning, Cattle Feeds and Real Estate.

According to the provisions of Section 129 of the Companies Act 2013 and Indian Accounting Standards (Ind AS 110), the consolidated audited financial statements are provided in the Annual Report. The standalone financial statements of the subsidiary companies of TCM Limited as on 31st March 2024 have been displayed at the website of TCM Limited (www.tcmlimited.in).

Details of your Companys annual financial performance, as published on the Companys website after declaration of annual results can be accessed at our website www.tcmlimited.in

TCM Limited has four subsidiaries, viz.iSpark Learning Solutions Pvt Ltd,TCM Healthcare Private Ltd, TCM Properties Pvt Ltd and TCM Solar Private Ltd. A Statement containing the salient features of the financial statement of the Subsidiaries in Form AOC-1 as per Section 129(3) of the Act is attached to this report as Annexure A. Further, pursuant to the provisions of Section 136 of the Act, the financial statements along with the relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the Company.

During the year under review, the Company has not obtained any credit ratings from any of the credit rating agencies.

The Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March, 2024 as the company hasnot made enough profits forthis period for distribution of dividends, and the company is not in a position to pay dividend for the FY 2023-2024,though the turnover has increased. The directors are of the opinion to use the profits earned during the year for business purposes and declare the dividend only when there are enough profits.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ramesh Babu (DIN:02382063), Executive(Non-Independent)Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.The resolution seeking members approval for his re-appointment forms part of the Notice.

The Company in its 79th Annual General Meeting (AGM) held in the year 2023 had appointed Mrs. Rani Jose DIN:00614349) as a Non-Executive Director of the Company, liable to retire by rotation and she continues in office for the FY 2023-24 from the date of her appointment. Also, in the same AGM, Mr. Joseph Varghese (DIN:00585755) was reappointed the Managing Director for a period of 5 (Five) years with effect from 01st October 2023 and he continues in office for the FY 2023-24.

The Board had appointed Mr. Gokul V. Shenoy as the Company Secretary and Mr. M.P. Mohanan as the Chief Financial Officer of the Company during the previous FY 2018-2019 and they continue to hold office for the FY 2023-2024. The Company is in compliance with Section 203 of the Companies Act, 2013. The Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances which may affect their status of independence.

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors on the basis of inputs from all the directors on criteria such as Board composition and structure, meeting procedures, informationand functioning, etc. A meeting of independent Directors, evaluated the performance of non-independent directors, the board as a whole. The Board expressed its satisfaction of the evaluation process and outcome.

Based on the framework of Internal Financial Controls, and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by management and relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the Financial Year 2023-2024.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to their best of their knowledge and ability, confirm that: I. In preparing the Annual Accounts for the year ended 31.03.2024, the applicable accounting standards have been followed and there are no material departures from the same. II. They have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date. III. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. They have prepared the accounts on a going concern basis.

V. They have laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively and VI. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The shares of the company are listed at the Bombay Stock Exchange. The listing fees has been paid up to Financial Year 2024-2025. The stock code of the Company at BSE is 524156.

The Company has complied with the corporate governance regulations of the SEBI Listing Regulations 2015 and the report on corporate governance is annexed together with management discussion and analysis.

The extract of annual return for the year ended 31.03.2024 in the prescribed format (MGT-9) is annexed (Annexure B).The same shall be available in the website of the Company www.tcmlimited.in.

S G M & Associates LLP, Chartered Accountants, Bangalore were appointed as the new StatutoryAuditors in the AGM held on 29th September 2022 for a continuous period of 5 years and are to continue in office till the conclusion of the AGM to be held in the year 2027. The Audit Report for the year does not contain any qualification or adverse remarks or disclaimers on the Financial Statements of the Company for the Financial Year ended 31st March 2024.

M/s. JKM Associates, Company Secretaries,Ernakulam were appointed as secretarial auditors of the company and their report in terms of section 204 of the Companies Act, 2013 is attached. Their report for the year does not contain any qualifications.

The composition and details of meetings of the audit committee are included in the corporate governance report. There was no recommendation of the audit committee that was not accepted by the board.

Seven meetings of the board were held during the year. Details are included in the corporate governance report.

The Company has complied with all the provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Government of India.

As required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure C.

No loan was givenor guarantee provided during the year attracting the provisions of S. 186 of the Companies Act 2013.The Company has made investments in its Subsidiary Companies and the details of investments made by the Company are given in the financial statements.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on our website www.tcmlim-ited.in . During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through omnibus route. As per Listing Regulations, any related party transactions exceeding Rs.1000 crore or 10% of the consolidated turnover, as per the last audited financial statement, whichever is lower, is considered as material and requires Members approval. Accordingly, the Company sought and obtained necessary approval for the year under review. However, there were no material transactions with any related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY 24 and hence does not form part of this report.

Conservation of Energy, Technology Absorption is not applicable as the company had no energy consuming operations during the year.

Foreign Exchange Earnings and Outgo

There was no contract or arrangement with related parties during the year, except the interest free unsecured loan from directors.

Your Company understands that controlling risks through a formal programme is a necessary component and an integral cornerstone of Corporate Governance. The policy outlines the framework for identification, measurement, evaluation, monitoring and mitigation of various risks. The Management has reviewed the Risk Management framework of the Company.

During the year under review, there was no amount required to be transferred to the Investor Education and Protection Fund (IEPF).

Your Company has put in place a vigil mechanism to enable all stake holders to report their concerns regarding statutory/legal violations, if any, by the company. The details are available on the companys website. No such concerns were reported during the year under report.

Your Company has a Code of Conduct for Prevention of Insider Trading in line with SEBI (Prevention of Insider Trading) Regulations, 2015. The Code has been communicated to all the employees at the time of orientation and adhered to by the Board of Directors, senior management personnel and the other persons covered under the code. The Company follows closure of Trading Window prior to publication of price sensitive information. The Company has adopted Fair Practices Code (FPC) as per the regulations. The Code of Conduct for Insider Trading Regulation and the Fair Practice Code were amended to make it in line with the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations and SEBI (Prohibition of Insider Trading) Regulations. Your Company has obtained license of ‘VIGILANT software, developed by our RTA, Cameo Corporate Services Ltd which is to address the requirements of SEBI Insider Trading Regulations by maintaining the data internally in your Company server so as to implement the System Driven Disclosure (SDD) requirements for preventing insider trading.

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year (FY 24) of the Company to which the Financial Statements relate and the date of this report.

Details of deposits, Issue of equity shares with differential rights/ to employees, Remuneration received by the Managing director and whole time directors from subsidiaries, Cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013, Orders passed by regulators, courts or tribunals that impact the going concern status and future operations of the company, CSR activities, Changes in subsidiaries and changes in nature of business. Also, there was no application made or proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 during the year under review

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for co-operation extended by theGovernmental Agencies, Shareholders, Stock Exchange, Depositories and Banks from time to time. Your Directors also place on record their appreciation for the contributions made by the employees through their deication, hard work and commitment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.