Your Directors have pleasure in presenting to you the Eighty First Annual Report along with the
Audited Financial Statements of your Company for the year ended 31st March, 2025:

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized financial highlight is depicted below:

(Rs. In lakhs)

1. There are no material changes and commitments affecting the financial position of your
Company which have occurred between the end of the financial year and the date of this report.

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

SUMMARY OF BUSINESS OPERATIONS & STATE OF COMPANY’S AFFAIRS

Your Company during the FY 2024-2025 recorded a good 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.2950.82 lakhs in the FY 2024-2025 and shown a net profit after tax of Rs.326.37
lakhs. With regard to Chemical Manufacturing business, the production remains suspended at our
Mettur unit,since the year 2011 due to financial constraints and scarcity of raw materials and we have
no intentions to restart chemical manufacturing at this unit as it is found not feasible.

For Kalamassery unit, your Company during the previous year 2023-24 had 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. Your company during this financial year 2024-25, repaid the project advance received
from Godrej Properties Limited for Rs.15 Crore in total as full and final settlement of the project
advance and has released the Charge (Satisfied the Charge) of Godrej Properties Limited on our
Kalamassery land in March 2025. M/s Asset Homes TCM Townships Pvt Ltd would conceive detailed
Development Master Plan forconstructing 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. 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.

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. The standalone financial statements of the subsidiary companies of TCM Limited as on
31st March 2025 have been displayed at the website of TCM Limited (www.tcmlimited.in).

ANNUAL PERFORMANCE

Details of your Company’s annual financial performance, as published on the Company’s website
after declaration of annual results can be accessed at our website 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. 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.

CREDIT RATINGS

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

DIVIDEND

The Directors are not in a position to recommend payment of any dividend to the members for
the year ended 31st March, 2025 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 2024-2025,though the profits 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 the coming years.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company,
Mr. George Varghese (DIN: 01100001), Non-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 member’s approval for his re-appointment forms part of the
Notice.

The Company in its Eightieth Annual General Meeting (AGM) held in the year 2024 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 2024-25 from the date of his appointment.

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 2024-2025. 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 Disclo¬
sure Requirements) Regulations, 2015. There has been no change in the circumstances which may
affect their status of independence.

BOARD FAMILIARIZATION AND TRAINING PROGRAMME

At the time of appointment of an Independent Director, the Company issues a formal letter of
appointment outlining his/her role, function, duties, and responsibilities. Furthermore, in
accordance with the requirements of SEBI (LODR) Regulations, 2015, the Company also organizes a
familiarization programme for the Independent Directors to enlighten them about the Company,
their roles, rights, and responsibilities within the Company, the nature of the industry in which the
Company operates, and the business model of the Company, among other aspects.The Board is
regularly updated on changes in statutory provisions, as applicable to your Company. The Board is
also updated on the operations, key trends and risks applicable to your Company’s business. These
updates help the Directors to keep abreast of key changes and their impact on your Company.

ANNUAL EVALUATION

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.

DIRECTORS RESPONSIBILITY STATEMENT

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 Company’s Internal Financial Controls were
adequate and effective during the Financial Year 2024-2025.

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 31.03.2025, 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.

LISTING

The shares of the company are listed at the Bombay Stock Exchange. The listing fees has been paid up
to Financial Year 2025-2026. The stock code of the Company at BSE is 524156.

CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION & ANALYSIS

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.

EXTRACT OF ANNUAL RETURN

The extract of annual return for the year ended 31.03.2025 in the prescribed format (MGT-9) is
annexed (Annexure B). The 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. 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 2025.

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. Their
report for the year does not contain any qualifications.Further, pursuant to amended Regulation 24A
of SEBI Listing Regulations, and subject to members approval being sought at the ensuing AGM;
M/s JKM Associates, Company Secretaries, Ernakulam, (Firm Registration No.P2004TN005100, Peer
reviewed certificate no. 2475/2022, Dt. 22nd July 2022) has been appointed as a Secretarial Auditors
to undertake the Secretarial Audit of your Company for the first term of five consecutive years from
financial year 2025-26 to financial year 2029-30. M/s JKM Associates has confirmed that they are
not disqualified to be appointed as a Secretarial Auditors and is eligible to hold office as Secretarial
Auditors of your Company

AUDIT COMMITTEE

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.

MEETING OF THE BOARD

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

SECRETARIAL STANDARDS

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.

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 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.

RELATED PARTY TRANSACTIONS

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.tcmlimited.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 25 and hence does not form part of this report.

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 con¬
suming operations during the year.

Foreign Exchange Earnings and Outgo (Rs. In Lakhs)

CONTRACTS ARRANGEMENTS WITH RELATED PARTIES

There 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 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.

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. The 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. 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.

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 25) 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.
Also, there was no application made or proceeding pending against the Company under Insolvency and
Bankruptcy Code, 2016 during the year under review.

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 contribu¬
tions 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

Sd/- Sd/-

Joseph Varghese Ramesh Babu

Managing Director Director

[DIN:00585755] [DIN:02382063]

Place: Ernakulam
Date :11th August 2025