TO THE SHAREHOLDERS.

Dear Members,

Your Directors have pleasure in presenting to you the 79th Annual Report of the Company together with the audited accounts for the year ended 31st March, 2023:

FINANCIAL SUMMARY

SUMMARY OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

Your Company during the FY 2022-2023 recorded a highest turnover in recent previous years with its business of setting up and commissioning of Solar Power plants, the trading business of medical diagnostic products and Manufacture of Cattle Feed. Your Company has recorded a total sales turnover of Rs.738.93 lakhs in the FY 2022-2023. With regard to Chemical Manufacturing business, the production remains suspended in our Tuticorin unit, since April 2012 because of financial constraints and scarcity of raw materials. e manufacturing activities at the Mettur Unit also remains suspended.

For Kalamassery unit, your Company is also looking into the possibilities of property development at Kalamassery land with other credible developers, after repayment of the project advance from Godrej Properties Limited, received in the year 2008. Simultaneously the company is in the process of boosting the operations by taking up appropriate new business activities like done during the last 2-3 years, i.e. Healthcare, EdTech, Solar power plants installation and commissioning. e Company during the year has amended its Memorandum of Association to do business of Development of townships, construction of residential/ commercial premises, recreational facilities and allied infrastructures or any other revenue generating projects including by way of partnership or joint venture with third party in addition to the present business. e Company during the year has incorporated two wholly owned subsidiaries- TCM Properties Pvt Ltd and TCM Solar Pvt Ltd, to do small property development and solar projects respectively, under it.

CONSOLIDATED FINANCIAL STATEMENTS

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. e standalone financial statements of the subsidiary companies of TCM Limited as on 31st March 2023 have been displayed at the website of TCM Limited (www.tcmlimited.in).

SUBSIDIARY COMPANIES

TCM Limited has four subsidiaries, viz. iSpark Learning Solutions Pvt Ltd, TCM Healthcare Private Ltd, TCM Properties Pvt Ltd and TCM Solar Private Ltd. Two wholly owned subsidiaries- TCM Properties Pvt Ltd and TCM Solar Pvt Ltd were incorporated during the current financial year, to do small property development and solar projects respectively, under it A Statement containing the salient features of the financial statement of the Subsidiaries in Form AOC-1 is attached to this report as Annexure A.

DIVIDEND

e Directors are not in a position to recommend payment of any dividend to the members for the year ended 31st March, 2023 as the company has made losses during this period, and it is not in a position to pay dividend for the FY 2022-2023, though the turnover has increased. e company has been making losses for the past few years, except in the financial year 2019-20 and financial year 2020-21, when the company made profits. e Company incurred loss during the year as a result of higher operational expenses for the upcoming new solar projects, healthcare business and EdTech business.

RIGHTS ISSUE

e Board of Directors on 07th October 2021 had authorized the Company for Rights Issue up to Rs. 25 Crore. As per the undertaking dated 03rd November 2021, the promoters/ promoter group for the subscription to the full extent of their Rights Entitlement in the Issue, and the equity shares offered that remain unsubscribed and their request for adjustment of their subscription towards the rights issue against unsubscribed shares and for adjustment of their subscription towards the rights issue against the unsecured loans up to an amount of Rs.5,00,00,000/- (Rupees Five Crore) already advanced to our Company, TCM Ltd and appearing outstanding/ pending in the books of the Company as on 31st October 2021 and further to the in principle approval of the Dra_ Letter of Offer (DLoF) by the BSE Ltd vide their e-letter No.DCS/RIGHT/KK/ FIP/1748/2021-22, Dated 22nd December 2021, the Board approved the same on 21st April 2022 meeting. On 21st April 2022, the Board approved issue of 40,78,842 equity shares of face value Rs.10/- each, at an offer price of Rs.25/- (Twenty Five) for each fully paid equity share (including a premium of Rs.15/- per share), 100% payable on application, such that the aggregate value (including premium) does not exceed Rs.1019.71 lacs. e Basis of offer was Six (6) Rights Equity Share for every Five(5) fully paid up Equity Shares (i.e., 6:5) held on the Record Date. e Record date for Rights share eligibility was 27th April 2022. e issue opened for subscription on 12th May 2022 and closed for subscription on 26th May 2022. e Board allotted 40,78,842 fully paid up Equity Shares each amount aggregating to Rs.1019.71 lacs. Pursuant to the allotment, the paid up equity capital of the Company has increased from Rs.3,39,90,350/- comprising of 33,99,035 fully paid up Equity Shares of Rs.10/- each to Rs.7,47,78,770/- comprising of 74,77,877 fully paid up Equity Shares of Rs.10/- each.

Your Board wishes to thank all the shareholders for the good response to the Rights issue, which was fully subscribed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Rani Jose (DIN: 00614349), Non-Executive Non-Independent Woman Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment. Additionally, Mr. Joseph Varghese (DIN:00585755), Managing Director completes his term of five years on 30th September 2023 seeks re-appointment as the Managing Director of the Company for another term of five years, with effect from 01st October 2023 in the ensuing Annual General Meeting. e Company in its 78th AGM held in the year 2022 had appointed Mr. Ramesh Babu (DIN:02382063) as an Executive Director of the Company, liable to retire by rotation and he continues in office for the FY 2022-23 from the date of their appointment. Also, during the FY 2022-23, two Independent Directors, CS Sreenivasa Bhat S (DIN:09841548) and Mr. Bobby John (DIN:09843166) were appointed in the Board Meeting held on 31st December 2022 and their appointment was confirmed by the shareholders in the EGM held on 25th March 2023. e 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 2022-2023. e Company is in compliance with Section 203 of the Companies Act, 2013. e 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. ere has been no change in the circumstances which may affect their status of independence.

ANNUAL EVALUATION

e 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 and functioning, etc. A meeting of independent Directors, evaluated the performance of non-independent directors, the board as a whole. e Board expressed its satisfaction of the evaluation process and outcome.

DIRECTORS RESPONSIBILITY STATEMENT

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 31.03.2023, the applicable accounting standards have been followed and there are no material departures from the same. II. ey 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. ey 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. ey have prepared the accounts on a going concern basis.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and reviews performed by the management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2022-23.

LISTING

e shares of the company are listed at the Bombay Stock Exchange. e listing fees has been paid up to Financial Year 2023-2024. e stock code of the Company at BSE is 524156.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION & ANALYSIS

e 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.

EXTRACT OF ANNUAL RETURN

e extract of annual return for the year ended 31.03.2023 in the prescribed format (MGT-9) is annexed (Annexure B). e same shall be available in the website of the Company www. tcmlimited.in.

AUDITORS AND AUDIT REPORT

S G M & Associates LLP, Chartered Accountants, Bangalore were appointed as the new Statutory Auditors 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. e 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 2023.

SECRETARIAL AUDIT REPORT

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. eir report for the year does not contain any qualifications.

AUDIT COMMITTEE

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

MEETING OF THE BOARD

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

SECRETARIAL STANDARDS

e 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.

PARTICULARS OF EMPLOYEES ETC. AS PER SECTION 197(12)

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

PARTICULARS LOANS /INVESTMENTS /GUARANTEE UNDER SECTION 186

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

STATEMENT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND, FOREIGN EXCHANGE AND R&D

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

Foreign Exchange Earnings and Outgo Rs. in Lakhs

CONTRACTS ARRANGEMENTS WITH RELATED PARTIES

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

RISK MANAGEMENT

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

VIGIL MECHANISM

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. e details are available on the company's website. No such concerns were reported during the year under report.

PREVENTION OF INSIDER TRADING

Your Company has a Code of Conduct for Prevention of Insider Trading in line with SEBI

(Prevention of Insider Trading) Regulations, 2015. e 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. e Company follows closure of Trading Window prior to publication of price sensitive information. e Company has adopted Fair Practices Code (FPC) as per the regulations. e 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' so_ware, 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.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION BETWEEN END OF YEAR AND REPORT DATE

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year (FY 23) of the Company to which the Financial Statements relate and the date of this report.

DISCLOSURES NOT APPLICABLE DURING THE YEAR AS THERE WAS NO TRANSACTION OR INCIDENCE

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.

ACKNOWLEDGMENTS

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for co-operation extended by the Governmental 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 dedication, hard work and commitment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

By order of the Board For TCM LIMITED