Your Board of Directors have great pleasure in presenting
the 103^rd Annual Report along with the Audited Financial
Statements as on March 31, 2025 along with the Cash
Flow Statement for the year ended March 31, 2025.

1. Business Performance

The Bank had a successful year in its 103^rd year of
operations and recorded satisfactory performance.
During the year under review, the total business
increased from H89,485.47 crores to H 98,054.49
crores registering a growth of 9.58%.

Performance Highlights:

• Operating profit increased from H 1,481.78 crores
to H 1,745.74 crores ( 17.81%).

• Net profit Increased from H 1,072.03 crores to
H 1,182.61 crores ( 10.32%).

• Deposits of the Bank increased from
H 49,515.07 crores to H 53,688.96 crores ( 8.43%)
during the year.

• Gross Advances increased from
H 39,970.40 crores to H 44,365.52 crores ( 11%)
during the year.

• Net Advances increased from H 39,733.75 crores
to H 43,983.67 crores ( 10.70%) during the year.

• Gross NPAs Decreased from 1.44% to 1.25%.

• Net NPAs Decreased from 0.85% to 0.36%.

• Provision Coverage Ratio (PCR) increased from
87.52% to 93.86%.

The total income increased by H648.90 crores
during the year from H5,492.85 crores in the previous
year to H6,141.75. crores during the year under
review ( 11.81%).

Interest income increased from H4,847.91 crores
to H5,291.26 crores. Other income increased from
H644.94 crores to H850.49 crores during the FY 2024¬
2025. Increase in total expenditure was at H384.94
crores. The total expenditure increased from
H4,011.07 crores during the FY 2023-2024 to H4,396.01
crores during the FY 2024-2025. Earnings per share
increased from H67.70 to H74.68, the book value of
the share increased from H500.23 to H568.90.

2. Profit and appropriation

The net profit stood at H 1,182.61 crores for the
financial year ended March 31,2025 after making
all necessary provisions under various categories

as per the prudential norms prescribed by Reserve
Bank of India. The appropriation out of the profit
earned for the financial year 2024-25 are as under:

3. Dividend

Your Directors have recommended the payment
of a final dividend at the rate of H11.00 (Rupees
Eleven only) per equity share of the face value of
H 10/- each (110%) for the year ended March 31, 2025.
Dividend pay-out is in accordance with the Bank's
dividend distribution policy (https://www.tmb.in/
pages/Regulatory-Policies), RBI guidelines and will
be payable subject to approval of members at the
ensuing Annual General Meeting and deduction of
tax at source, to those Shareholders whose names
appear in the Register of Members as on the Cut-off
date i.e. August 01, 2025.

4. Capital and Reserves

The Bank's issued and paid-up capital was H 158.35
Crores as on March 31, 2025.

5. Issue of Equity shares

During the year under review there was no fresh
issue of equity shares.

6. Earnings Per Share (EPS) and Book Value

The earnings per share stood at H 74.68 (basic) and
H 74.68 (diluted) for the financial year ended March
31, 2025. This was H67.70 (Basic) and H67.70 (diluted)
during the previous year. The book value per share
has further improved to H568.90 as on March 31,
2025, as against H500.23 during the previous year.

7. Capital adequacy

The Capital to Risk Weighted Assets Ratio (CRAR)
stood at 32.71% (as per Basel III) as on March 31,
2025, as against the minimum required level of
11.50% (including the Capital Conservation Buffer)
stipulated by Reserve Bank of India. The CRAR
consisted predominantly of Common Equity Tier I
(CET 1) which was 31.24% out of 32.71% of CRAR.

8. Deposits

The aggregate Deposits of the Bank as on March
31,2025 stood at H 53,688.96 crores, registering
a growth of 8.43% over H 49,515.07 crores as on
31.03.2024. The interest rates for deposits were
kept aligned with the prevailing trends in the
Banking Industry.

Being a Banking Company, the disclosures required
as per Rule 8(5)(V) of Companies (Accounts) Rules,
2014 are not applicable to your bank.

9. Advances portfolio - management of
assets and development of business

The Bank continued its lending activities in conformity
with its Board approved Policies and Guidelines of
the Reserve Bank of India. The Gross Advances of
the Bank increased from H 39,970.40 crores as on
31.03.2024 to H 44,365.53 crores as on 31.03.2025. The
increase in advances is mainly due to the growth
recorded in Retail and Agricultural advances.

The Bank continued its thrust on lending to Priority
Sectors (PS) including Agriculture and Micro and
Small Enterprises comprising both Manufacturing
and Service Enterprises. The level of advances to
Priority Sectors stood at H 34,278.68 crores as on
March 31, 2025. The Total PS Advances (Net of PSLCs
Sold) at H 21,675.70 Crores constitutes 69.94% of
ANBC as on March 3, 2024, as against the regulatory
minimum requirement of 40%. The achievement of
PS Advances, based on the Quarterly Average level of
PS Advances / Quarterly Average ANBC is at 73.82%.

Agricultural Advances reached H 18,583.69 Crores as
on March 31st, 2025. The Total Agricultural Advances
(Net of PSLCs Sold) and including RIDF and other
qualifying investments for Priority - Agriculture
constitutes 20.02% of ANBC as on 31/03/2024, as
against the regulatory minimum requirement of 18%.
The achievement of Agriculture Advances, based on
the Quarterly Average level of Agriculture Advances
/ Quarterly Average ANBC is at 24.77%.

Total advances to the weaker sections stood at
H 14,619.71 Crores as on March 31, 2025. The Total
advances to Weaker Sections (Net of PSLCs
Sold) at H 5,004.71 Crores represents 16.15% of the
ANBC as on 31/03/2024, as against the regulatory
minimum requirement of 12.00%. The achievement

of Advances to the weaker section, based on the
Quarterly Average level of Advances to weaker
section / Quarterly Average ANBC is at 19.53%.

Similarly, the bank achieved the mandatory targets
for the sub-sectors like Loans to Small and Marginal
Farmers (at 10.75% as on March 3, 2025 based on the
ANBC as on March 3, 2024, as against the regulatory
minimum requirement of 10.00%). The achievement
of Advances to the Small and Marginal Farmers,
based on the Quarterly Average level of Advances to
the Small and Marginal Farmers / Quarterly Average
ANBC is at 14.52% and Advances to Micro Enterprises
(at 25.52% as on March 3, 2025 based on the ANBC
as on March 3, 2024, as against the regulatory
minimum requirement of 7.50%). The achievement
of Advances to Micro Enterprises, based on the
Quarterly Average level of Advances to Micro
Enterprises / Quarterly Average ANBC is at 26.12%.

Under export credit, the bank achieved a level of
H 597.76 Crores as on March 31,2025 as against
H 834.60 crores achieved as on March 31, 2024, due
to underutilization of sanctioned Export limits.

The Bank has sanctioned totally 20,761 No of Working
Capital Term Loans (WCTLs) to the tune of H 2675.01
crores as on March 31,2025 since the inception of
the scheme Emergency Credit Guarantee Line
Credit Scheme (ECLGS). There is no account opened
during the FY 2024-25 under Emergency Credit
Guarantee Line Credit Scheme (ECLGS).

During the current year, the bank will strive further to
increase the flow of credit to Agriculture, Retail, and
MSME Sectors and the Weaker Sections.

The bank has been actively participating in all the
initiatives and schemes of the Government of India
including Pradhan Mantri Mudra Yojana (PMMY),
Dairy Entrepreneurship Development Scheme
(DEDS),Pradhan Mantri Awas Yojana (PMAY),
Entrepreneurship Development & Employment
Generation Scheme (EDEGS), PM Street Vendors
Atma Nirbhar Nidhi (PM SVANIDHI) etc. by
implementing the same in the Bank.

Sale of Priority Sector Lending Certificate (PSLCs):

The Bank has sold PSLCs worth H 12,640.00 crores
till 31/03/2025, which fetched an income of H 195.92
Crores. In Category-wise, the Bank had sold PSLC-
Small & Marginal Farmers for H 9,615.00 Crores, PSLC-
Agriculture for H 2,800.00 Crores and PSLC-Micro
Enterprises for H 225.00 Crores as on 31/03/2025.

Financial Inclusion:

Under the Financial Inclusion (FI) Programme, the
Bank has covered 142 villages as on 31.03.2025. The
total Basic Savings Bank Deposit Account (BSBDA) of
the bank as on 31st March 2025 stood at 1.50 lakhs.

10. Investments and treasury operations

During the financial year ended March 31st, 2025,
the Bank achieved a turnover of H 20,679.75 crores in
trading operations, resulting in a net profit of H 21.77
crores, as against H 6.53 crores in the previous year.

The net investments of the Bank stood at H 15,100.50
crores as on March 31, 2025, as against H 15,262.60
crores as at the end of the previous year. The
Investment-to-Deposit Ratio of the Bank was 28.13%,
as against 30.82% at the end of the previous year.

The average realized yield on the investment
portfolio during the year stood at 6.77% as against
6.85% in the previous year. The income earned
during the year from investments, comprising of
interest income and dividend income excluding
income from RIDF was H 1017.42 crores as against H
1055.86 crores in the previous year.

Particulars of Loans, Guarantee, or investments

The disclosures regarding particulars of loans,
guarantee given and securities provided is exempt
under the provisions of Section 186(11) of the
Companies Act, 2013 since it is a banking company.

11. Foreign Exchange Business

Foreign exchange business during the year 2024¬
25 in terms of actual inflows was H11,269.96 crores
(Previous Year H11,577.57 crores) whereas Foreign
Exchange outflows was H8,071.76 crores (previous
year H 9,400.97 crores)

The total merchant turnover of the bank for the year
2024-25 was H 19,341.72 crores against H 20,978.54
Crores during the previous year 2023-24. The profit
on foreign exchange business for the year 2024-25
was H38.91 crores against H40.38 Crores during the
previous year 2023-24.

Your Bank has correspondent relationship with
328 overseas banks by exchange of Relationship
Management Application (RMA) under SWIFT
(Society for Worldwide Interbank Financial
Telecommunication). It facilitates smooth and fast
flow of communication in the international business.
The SWIFT arrangement has enabled the Bank to
give timely and efficient service to customers.

During the year under review, 56 branches are linked
to Forex Processing Centre(FPC) and the total number
of branches linked to FPC has been increased to 525
from 469 branches. Our Bank has the necessary
infrastructure to render fast and efficient service
relating to inward remittance and for crediting the
beneficiaries accounts on receipt of the foreign
currency funds in our Nostro accounts abroad.

Your Bank is committed to increase the Forex
Business activities significantly for adding good
revenues to the bank in the coming years. Your Bank
has provided online Electronic Trading Platform

named as TMBFXBRIDGE for concluding exchange
rates in 39 branches & FPC and direct view access to
your forex customers. FX-Retail platform is provided
to Forex customers.

12. Branch network

During the year under review, your bank has
added 26 new branches and the branch network
of the bank has been increased to 578 branches.
In addition to that, your bank has added 4 ATMs,
22 CRMs. The Bank's ATM and alternate delivery
channel network stood at 1150 ATMs, 380 CRMs, 124
e-lobbies, covering 17 States and 4 Union Territories.

13. Human Resources Development

As on 31st March 2025, the Bank's total staff
strength is 4,743 (including 20 contract employees)
consisting of 2,368 Officers, 1,738 Customer Service
Executives and 637 Supporting Staff. During the year
under review, 365 regular employees and 6 contract
employees were recruited and 476 employees were
promoted. Out of 4,743 employees, 2,853 employees
were moved to the CTC structure.

The Business per employee has increased from
H 19.34 crores to H 20.67 crores in the FY 2024-25.

The Bank's Staff Training College at Nagercoil had
conducted 74 physical training programmes and 12
online training sessions on various banking subjects
like Credit, Forex, Recovery, KYC/AML Information
Security etc. 3,001 staff members had undergone
training programmes during the FY 2024-25.

TMB eSMART, an online e-learning Management
System was indigenously developed by your Bank
to cater the training needs of all staff members. It
can be accessed 24x7x365 by our staff members in
intranet and internet. Using TMB eSMART, our staff
members can learn varied Bank subjects like Credit,
Forex, Information Security, KYC etc. In order to build
skill sets in different facets of Banking, your bank
has introduced 13 TMB Capacity Building exams in
various areas like KYC, Credit, Forex, Recovery etc.

In addition to the above, your Bank has tied up with
reputed training institutions like SIBSTC-Bengaluru
(Southern India Banks' Staff Training College), NIBM-
Pune, IIBF- Mumbai, IDRBT, Hyderabad, CAFRAL, etc.
1350 staff members were trained in these leading
institutions during FY 2024-25.

Industrial relations in the Bank continued to
be very cordial during the year with frequent
interactions between the management and the
Officers' and Employees' Associations and various
staff welfare activities were undertaken during
the year. The Bank continues to lay emphasis on
developing the individual skills of its employees and
providing a healthy and cordial work environment
so as to get maximum contribution from the
employees of the Bank.

14. Inter branch adjustments

The Bank has continued to maintain a very good
record in internal housekeeping. The core banking
solution made it possible for the branches to
balance all their accounts and tally reconcile all
the balances up to March 31st, 2025. There was
also timely submission and scrutiny of the control
returns, which was given adequate importance at
all levels with necessary follow up.

15. Internal Control and Inspection / Audit

Risk Based Internal Audit system

The bank has put in place an effective and strong
Risk Based Internal Audit (RBIA) System. During
the financial year 2024-25, RBIA were conducted
through TMB eTHIC Module in 540 branches (Totally
619 audits) of the bank. Submission of compliance
reports and closure of audits are followed up
through the respective regional offices. Besides, RBIA
was conducted at critical Departments such as KYC
and AML Cell, Risk Management Department, Credit
Department, Information Technology Department
(Chennai & Thoothukudi), CPC Tirunelveli, CPC
Chennai, Service Branch Chennai, Compliance
Department, Integrated Treasury Department,
International Banking Division.

The bank has a proper and adequate internal control
system. The bank has standardised operating
procedures in monitoring the account operations to
have effective internal controls.

Credit Audit

During the year under review, Credit Audit has
been conducted for 1154 borrowal accounts
in 229 branches.

Concurrent Audit system

The bank continued to have the system of Concurrent
Audit through TMB eTHIC Module, which covered 268
branches and important departments. Concurrent Audit
has been recognized as an important tool of internal
control and is in force at major branches including 39 'B'
category branches designated for forex business.

Further concurrent audit is implemented in the
following important departments - International
Banking Division, Treasury, DPS Cell, Chennai Service
Branch, Forex Processing Centre, Transaction
reconciliation at various divisions of ITD, Accounts
Department, Expense approval of ITD, Establishment
Department, Planning and Development & Resource
Mobilization Department, Central Processing Centres
at Chennai and Tirunelveli and all the four Currency
Chests located at Chennai, Podanur, Madurai and
Thoothukudi Pudukottai. As per RBI direction, the
Bank is conducting bi-monthly surprise verification
of cash in currency chest at Madurai, Chennai,
Podanur and Thoothukudi Pudukottai and the
reports are forwarded to Planning Department and
respective Regional Offices, for further follow up.

Submission of compliance reports and closure
of audits are followed up through the respective
regional offices / departments.

Information System Audit

As per RBI guidelines, Information System audit cell
has been established under Inspection Department.
Information System audits were conducted at all
the 540 branches (619 audits) along with Risk Based
Internal Audit, 11 Departments and 12 Regional offices.

Every year, critical Information systems deployed
in your Bank like Core Banking System, E-Banking,
Mobile banking, ATM, RTGS, Treasury, CTS
clearing process, Server, SOC, HRMS and network
infrastructure etc., are subjected to Information
Systems audit by an external auditor.

Management Audit system

To assess the robustness of the systems and
procedures established in various operational
units of the Bank and to have an oversight on
the effectiveness of the management, various
departments at Head Office and all Regional Offices
are subject to Management Audit, which was
conducted once in every 18 months.

During the year under review, Management
Audits were conducted at 10 Regional Offices
(Ahmedabad Region, Chennai Region, Bengaluru
Region, Hyderabad Region, Madurai Region, Salem
Region, Tirunelveli Region, Trichy Region, Mumbai
Region and Thiruvananthapuram Region) and
25 Departments (Vigilance Department, Human
Resource Development Department, Operations
& Services Department, KYC/AML Cell, Credit
Monitoring Department, Accounts Department,
MIS Department, Staff Training College (Nagercoil),
Inspection Department, Recovery Department,
Credit Department, Disciplinary Action Cell (DAC),
Bancassurance Cell, Customer Service Cell & Internal
Ombudsman Department, Compliance Department,
Establishment Department, Legal Department,
Chennai Service Branch, RTGS/WUMT, CPC,Chennai,
CPC,Tirunelveli, IBD-Treasury-FPC, Information
Security Department, Planning Development
Resource Mobilization Department and DPS Cell).

In addition to the above audit the Bank regularly
conducts revenue audit in the branches, to detect
revenue leakages.

Vigilance

The functions of the vigilance machinery of the Bank
are broadly divided into 3 types, viz. preventive,
surveillance and punitive. The Vigilance Department
undertakes a study of the existing procedures and
practices prevailing in the organization with a view
to modify those procedures or practices that provide
scope for malpractice/fraud perpetrated by the staff
members and also finding out the causes of delay in
reporting and the points at which the delays occur
and devising suitable steps to minimize delays at
different stages. To educate the employees of the
Bank, the Vigilance Department brings out various
fraud awareness circulars and conducts training
programmes periodically. As a part of creating
awareness, 'Vigilance Day' is observed on the 31st
October every year.

The Vigilance Department plays a vital role in the
implementation and follow-up of the directives
and guidelines issued from time to time by Reserve
Bank of India. Upon the directions of RBI, Vigilance
Department has also formulated/implemented a
Vigilance Policy from July 13, 2011 and the Policy is
being reviewed every year.

Vigil Mechanism

The Bank has implemented the Whistle-blower cum
Protected Disclosure Policy, intended to promote the
participation of employees at all levels and detection
of corruption, misuse of office, criminal offences,
suspected/ actual fraud, failure to comply with the
rules and regulations prescribed by the Bank and
any events/acts detrimental to the interest of the
Bank, depositors and the public resulting in financial
loss/operational risk, loss of reputation etc. Further,
the mechanism adopted by the Bank encourages
the Whistle Blower to report genuine concerns
or grievances. It provides adequate safeguards
against Whistle Blower's victimization for those who
avails such mechanism and offers direct access to
the Chief of Internal Vigilance (CIV). Further, there
was no occasion where a person was denied access
to the Audit Committee of the Board. The details of
the Whistle-blower cum Protected Disclosure Policy
are posted on the Bank's website and available at
the link: https://tmb.in/pages/Regulatory-Policies.

16. Customer Service

Customer service is an important part of
maintaining the going customer relationship, which
is a key for continuous business growth and to retain
the customer. The Bank is well known for its good,
courteous and effective service to customer and
constantly endeavouring to meet the expectations
of the modern-day tech-savvy customers, by
introducing new and innovative products for
seamless digital experience.

As per the provisions of Internal Ombudsman
Scheme 2018 and the Integrated Ombudsman

Scheme 2021, Shri.V.Seetharaman was appointed
as the Internal Ombudsman for your Bank and
he joined duty on October 4, 2024. The Internal
Ombudsman examines customer complaints which
are in the nature of deficiency in service on the
part of the bank, that are partly or wholly rejected
by the bank. As the bank shall internally escalate
all complaints, which are not fully redressed to the
Internal Ombudsman, before conveying the final
decision to the complainant, the customers need
not approach the Internal Ombudsman directly.

17. Technology Absorption:

Your Bank is taking various steps to provide
technology-enabled products and services to
customers by adopting latest developments in
technology. Banking Services are extended to our
customers through Branches and ATMs by using
multiple network technologies such as MPLS, Leased
Line, GSM and VPNoBB with redundant connectivity.
As an alternative to traditional Branches / ATMs,
the digital services are seamlessly offered to our
customers without any disruption through various
delivery channels viz. Internet Banking, Mobile
Banking, IMPS, UPI, AEPS, Point of Sale terminals,
Cash Deposit Kiosk, Passbook Printing Kiosk,
WhatsApp Banking etc.,

The availability of the services of all the alternate
delivery channels to our customers is ensured by
way of active monitoring and attending to outages
if any, instantly.

Core Banking:

Your Bank has implemented "Finacle", the Core
Banking Solution in all its branches. Core Banking
Solution (Ver. 6.x) was implemented during 2001¬
02 and its major migration v10.2.25 was carried out
during August 2022.

The Bank has 1,150 ATMs and 380 CRMs as on
31 March, 2025.

Your Bank has implemented Software Defined WAN
(SD-WAN) for both primary and secondary link at
Branches. Implementing SD-WAN enables Branches
to use Bandwidth more efficiently by utilizing both
Primary and Secondary link providing uninterrupted
banking services to its customers.

Internet Banking:

Your Bank had introduced "Internet Banking facility"
to the customers during November 2008. Currently
the e-Banking facility has been extended to all
our customers. The Bank has has also introduced
Corporate Net banking facility for our customers
with maker / checker facility to bring in more security
to the transaction initiated by corporate customers.
The Bank has has also tied up with multiple Payment
Gateway service providers for extending utility bill
payment services to our customers.

Facilities provided to customers through Internet
Banking includes RTGS, NEFT, IMPS, opening of
Deposit Accounts, e-Commerce transactions, online
tax payment, online bills IPO applications, Foreign
Exchange Transactions utility services payment,
scheduled payments, etc. Payments to TMB Credit
Card dues and Prepaid Card Top-up facility are also
provided through Internet Banking.

Mobile Banking as Super App:

Mobile Banking facility has been provided in both
Android and iOS. Customers can self-onboard in
Mobile Banking and also through branches. By using
mobile banking facility, customer can perform SB/
CA/loan/deposit inquiry, transfer of funds (Within
TMB/NEFT/IMPS/RTGS), Deposit Opening, TNEB
payment, Mobile Recharge, Cheque Book Issuance,
ATM Card Blocking, Cheque Status Inquiry, etc.,
In addition, certain features like Transaction limit
setting, Credit Card details and Payment Dues, Debit
Card Blocking, Beneficiary Management, Beneficiary
Name Lookup, Voice Authentication, Loan against
Deposits, Overdraft against Deposits and Form 15 G
/ H declaration are available for the Mobile Banking
Customers. The Bank is striving to continuously add
new features in our Mobile Banking application.

UPI:

Unified Payment Interface (Acquirer and Issuer)
service is available as an additional feature in TMB
MBank Application to our customers. Customers
using TMB MBank app can Send Money, Receive
Money, Approve Payments, Scan and Pay QR, IPO
Mandates, One Time Mandates, Recurring Mandates
and more, by linking our Bank account or other Bank
accounts in TMB MBank app, similar to various NPCI
Certified Third Party UPI applications like BHIM.

NRI Customers can send funds through Foreign
Inward Remittance via UPI to our Bank accounts.
UPI Lite facility with auto top-up is available where
customers can do their UPI Payments up to H1000
without entering UPI Pin. Recently our Bank is live
in UPI International Payments, Credit Card on UPI,
UPI Circle (Delegate Payments) and Credit Line
on UPI as issuer.

Bank has initiated various steps to increase its
digital footprint.

Server Infrastructure:

Bank's Server infrastructure is maintained at primary
(DC - Chennai) and secondary (DR Site - Bengaluru)
co-located Data Centers. The Bank is having
Physical, Virtual, Hyper Converged Infrastructure
and dedicated Storage devices.

Hyper Converged infrastructure installed at
our DC and DR locations, which is a three-node
cluster arrangement, provides high availability,
high scalability, cost effective, improved workload
performance and occupies less space.

Storage Infrastructure was upgraded from SAS
to Flash storage to get high performance in Core
Banking Solution (Finacle). It is scalable for our
future needs and high availability.

Health of Server Infrastructure is monitored on
real time for Server related parameters such as
CPU Utilization, CPU Load, Memory Usage, Process,
Threads, Disk Space Usage, Network Traffic, Uptime,
Regex (Regular Expression) based alerts etc.

PAM (Privileged Access Management) solution was
implemented to provide access to the servers in a
more secure way. We are activating the DR Site on
quarterly basis, to ensure that the Disaster Recovery
operations remain accurate, relevant and operable
during adverse conditions.

Security Infrastructure:

Your Bank is having Endpoint Extended Detection
and Response (XDR) system to protect our
Endpoints from Malware and Ransomware attacks.
Also, the Bank has have implemented Data Loss
Protection (DLP) which facilitates to block / alert
transmission of data based on sensitive keywords
across intra / inter network infrastructure. We have
adequate Firewall, Intrusion Prevention System (IPS)
and Intrusion Detection System (IDS) to protect our
network from external threats accessing through
internet. All the endpoints have been integrated with
domain and policies have been enforced through
Network Access Control (NAC) and Active Directory.

Further, Bank has setup Security Operation Center
(SOC) under the direct control of Information Security
Department where the following tools / components
are installed to monitor SOC operations.

1. Security Incident & Event Management (SIEM)

2. Database Activity Monitoring (DAM)

3. Privileged Access Management (PAM)

4. Web Application Firewall (WAF)

During Financial year 2024-25, your Bank has
completed the following major IT Projects:

1. Enabling of GST Payment by Customers in
Government Business Module.

2. Implementation of Direct Tax (CBDT) payments
by Customers in Government Business Module.

3. Engaged Fintech as Merchant Aggregator
to onboard merchants and provide QR
Code to merchants.

4. Implementation of Rupay National
Common Mobility Card (NCMC) to travel in
Metro and Buses.

5. Enabled Online Foreign Exchange Operations to
Customers in Internet Banking.

6. Introduced Insta Kit for Savings
Account Opening.

7. Enabled UPI on Rupay Credit Card as issuer.
Customer can link their Rupay Credit Card for
UPI Transactions.

8. Enabled Voice Authentication as additional
factor of authentication for Transactions in
Mobile Banking.

9. Enabled Loan against Deposits and Overdraft
Against Deposit in Mobile Banking.

10. UPI Credit Line, Auto Topup for UPI Lite and
Delegate Payments (UPI Circle), Credit Card on
UPI is enabled for Customers as Issuer.

11. IT Infrastructure has revamped to handle
increased transaction volume growth.

18. Product Innovation, New Products and
Services

Major initiatives during Financial Year 2024-25:

• Launched TMB Apartment Savings Bank

Accounts

• Launched TMB Student Saving Bank Accounts

• Launched TMB Prime Salary and Super

Salary SB Accounts

• Launched various Term Deposit Schemes with
attractive interest rates

• TMB 400 (400 Days)

• TMB 300 (300 Days)

• TMB Akshay Deposit Scheme

19. Awards / Ratings obtained by the Bank:

The Bank has bagged the following awards during
the year under review:

• The Bank has bagged two Atal Pension

Yojana (APY) awards during the Felicitation
program conducted by PFRDA on 21 June,
2024 at New Delhi

• Ultimate Champions Trophy

• Award of Ultimate Achiever

• The Bank has bagged six Atal Pension

Yojana (APY) awards during the Felicitation
program conducted by PFRDA on 28 June,
2024 at Chennai

• Numero Uno Exemplary Award of
Par Excellence

• Diamond Cup

• Award of Exemplary Leadership

• Exemplary Award of Par Excellence (2)

• Award of Achievement

External Rating:

During the financial year 2024-25, CRISIL renewed
the rating for the Certificate of Deposit programme
of the Bank as follows,

20. Risk Management

Your Bank has a proactive approach towards Risk
Management. Its risk philosophy involves developing
and maintaining its banking activities within its risk
appetite and regulatory framework.

The Risk Management Architecture of the Bank
comprises of an Independent Risk Management
Organizational structure at the corporate level, Risk
Management Policies, Risk Measurement Tools and
Risk Monitoring and Management Systems. The
Bank has a well-defined risk appetite statement and
all the banking functions are dovetailed to the risk
appetite statement.

The Board of Directors of the Bank is primarily
responsible for laying down risk parameters and
establishing an integrated risk management
and control mechanism. The Board of Directors is
supported by a Sub-Committee of the Board known
as the Risk Management Committee of the Board
(RMCB), which in turn is aided by the Asset Liability
Committee (ALCO), Credit Risk Management
Committee of Executives (CRMCE) and Operational
Risk Management Committee of Executives (ORMCE).
The executive level Committees are headed by the
MD & CEO of the Bank. The Bank's RMCB reviews its
Risk Management policies and recommends to the
Board for approval. The Board also sets out limits,
taking into account the risk appetite of the Bank
and the goals set.

The bank's liquidity ratios, i.e. LCR & NSFR are also
above the minimum stipulated level indicating
comfortable position with regard to liquidity risk.

Your Bank has been proactively conducting internal
assessment of adequacy of capital, liquidity ratios
and leverage ratios in accordance with Basel-
III standards. Your Bank is also conducting stress
testing and scenario analysis periodically to assess
our resilience under extreme but plausible situations
Your Bank's capital position is in compliance
with Basel-III expectations and well above the
minimum requirements.

21. Board of Directors

The Bank's Board as on March 31st, 2025 comprises
of 13 Directors and the composition of Board
are given below:

All Directors, other than Managing Director and CEO
& The Executive Director, are non-executive Directors
on the Board. The details of Directors are available in
the Corporate Governance report, which forms part
of this report.

The details of directors or key managerial personnel
who were appointed or have resigned during the year
is mentioned in the Corporate Governance Report.

22. Employee Stock Option Plan

The Board of Directors of the Bank in their meeting
held on January 17, 2025, have approved the
Tamilnad Mercantile Bank Limited (TMB) Employee
Stock Option Plan 2024 (“TMB ESOP 2024") and
the same was approved by the shareholders of
the Bank on March 12, 2025 through Postal Ballot.
The Bank has filed an application with the Stock
Exchanges for obtaining in-principle approval from
them for issuing new shares under TMB ESOP 2024.
In connection with the application submitted for in¬
principle approval, the National Stock Exchange of
India has advised the Bank to modify some clauses
in the TMB ESOP 2024 scheme so as to comply with
the rules & regulations prescribed under SEBI (SBEB)
Regulations, 2021. Based upon the requirement,
the Compensation Committee has approved the

modifications in the scheme. Approval from the
Stock Exchanges is awaited.

Pursuant to Regulation 13 of the Securities Exchange
Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, a certificate from
the Secretarial Auditor is attached as Annexure 9.

23. The statement of declaration given by
independent directors under sub-section
(6) of section 149

Your Bank has received necessary declarations
from all the Independent Directors under Section
149(7) read with Section 149(6) of the Companies
Act, 2013 and Regulation 25(8) read with Regulation
16(1)(b) of the SEBI LODR, they meet the criteria of
independence laid down thereunder.

24. Woman Director

In terms of the provisions of Section 149 of the
Companies Act, 2013, and Regulation 17 of SEBI
(LODR) Regulations, 2015 the Bank has appointed
Smt. R. Kanagavalli (DIN: 00883998) as Woman
(Independent) Director on the Board of the Bank.

25. Details of Subsidiaries and Associates

Your bank does not have any subsidiaries or
Associates or Joint Ventures for the financial year
ended March 31, 2025.

26. Change in the nature of Business

During the Financial year ended March 31, 2025, there
is no change in the nature of business of the Bank.

27. Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) read with Section
134 (5) of the Companies Act, 2013, it is hereby
confirmed that:

(a) In the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures;

(b) The Board of Directors have selected the
accounting policies and applied them
consistently and judgments and estimates
made are reasonable and prudent so as to
give a true and fair view of the state of affairs of
the Bank at the end of the financial year 2024¬
25 and of the profit of the Bank for that period.

(c) The Board of Directors 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 Bank and
for preventing and detecting fraud and other
irregularities;

(d) The Board of Directors have prepared the
annual accounts for the financial year ended
on March 31, 2025, on a going concern basis;

(e) The Board of Directors have laid down internal
financial controls to be followed by the Bank
and that such internal financial controls are
adequate and were operating effectively; and

(f) The Board of Directors have devised
proper systems to ensure compliance with
the provisions of all applicable laws and
that such systems were adequate and
operating effectively.

28. Details of contracts or arrangements with
related parties

During the year under review, the bank has not
entered into any significant material transactions
with related parties, which could lead to potential
conflict of interest, other than transactions entered
into in the ordinary course of business and at
arm's length basis. Hence, the disclosure in Form
AOC-2 is not applicable. The policy on Related
Party Transactions is placed on the Banks' and
available at the link https://www.tmb.in/pages/
Regulatory-Policies

29. Board Level Performance Evaluation

Pursuant to the provisions of the Companies Act,
2013 and the SEBI Listing Regulations, the Nomination
and Remuneration Committee of the Board had
laid down the criteria for Performance Evaluation of
the Board as a whole, Individual Directors including
Independent Directors, Non-Independent Directors,
the Chairman and the Committees of the Board, as
well as the process for such evaluation.

The Bank has aligned its Board Evaluation
Framework in line with the Guidance Note on Board
Evaluation issued by the SEBI as per Circular dated
January 5, 2017. The Board of Directors has carried
out the annual evaluation of the performance of
the Board as a whole, Individual Directors including
Independent Directors, Non-Independent Directors,
the Chairman and the Committees of the Board.

The performance of the Board as a whole, Individual
Directors including Independent Directors, Non¬
Independent Director, the Chairman and the
Committees of the Board have been evaluated /
reviewed by the Nomination and Remuneration
Committee, by the Independent Directors and by
the Board of Directors

The Board has formulated a Policy on Performance
Evaluation which includes the aspects such as

1) Acting in the best interest of the Bank

2) Exercise of due and reasonable care, skill,
diligence and independent judgement

3) Avoidance of direct or indirect conflicts of interest

4) Avoidance of undue gain or advantage either
to self or relatives, partners or associates

5) Maintaining confidentiality of information,
including commercial secrets and unpublished
market - sensitive information

6) To oversee the Bank's financial reporting
process and ensuring correct, adequate and
credible disclosure of financial information.

7) To review with the management, the financial
statements with special emphasis on
accounting policies and practices, compliance
with accounting standards and other legal
requirements, concerning financial statements

8) To review the adequacy, quality and
effectiveness of external and internal audit,
internal control system, interaction with
external auditors before finalization of Annual
accounts and reports.

9) To review Bank's finance and risk
management policies.

10) Striving to attend all committee Meetings

11) Display of requisite knowledge and expected
level of awareness of the Bank and external
environment in meetings and comments

12) Seeking appropriate clarification or
amplification of information where necessary

13) Contribution in terms of constructive ideas,
guidance and knowledge of better decision
making and management of Bank's affairs.

30. Bank's policy on directors' appointment
and remuneration

The Bank has a Board approved Nomination and
Remuneration Policy for appointment of Directors
and Senior executives of the Bank.

The Bank also has a Board approved compensation
policy which deals with the compensation & benefits
of the Managing Director & CEO, the Executive
Director and all executives of the Bank.

The remuneration of the MD & CEO and the Executive
Director is recommended by the Nomination &
Remuneration Committee (NRC) to the Board for
approval after considering the factors prescribed
under the Compensation Policy. The Board
considers the recommendations of NRC and
approves the remuneration, modifications, subject
to shareholders' and regulatory approvals.

The other non-executive directors are paid only
sitting fees for attending the meetings of the Board
and its Committees. None of the directors including
the MD & CEO and the Executive Director receives any

profit linked remuneration. The sitting fees payable
to the non-executive directors is H 50,000/- for Board
Meeting and H 25,000/- for Committee Meetings for
the year under review.

The terms and conditions of appointment of
Independent Director are available on the Bank's
website - https://www.tmb.in/doc/2point.pdf

31. A statement regarding opinion of the
Board with regard to integrity, expertise
and experience (including the proficiency)
of the independent directors appointed
during the year

The details are available in the Corporate
Governance Report.

32. Board/Committee meetings

During the year under review, total 19 meetings of
the Board and 77 meetings of the Committees
of the Board were held. For details of the meeting
of the Board and its Committees, please refer to
the Corporate Governance report forming part
of this report.

33. Annual General Meetings

For the details of the Annual General Meetings,
please refer to the Corporate Governance report
forming part of this report.

34. Compliance Function

The Bank has embraced compliance as a part
of good governance and not for purely meeting
the regulatory requirement. Hence, the Bank has
institutionalized a strong compliance culture and
mechanism across the organization, founded on
the principles of transparency and trust by involving
all the stakeholders. The Bank has a dedicated
Compliance Department headed by Executive Vice
President, for ensuring regulatory and organization
level compliance, across all its businesses and
operations. The key functions of this department
includes, dissemination of key regulatory updates
affecting the various business verticals of the Bank,
review of processes from a regulatory compliance
perspective, provide guidance on compliance-
related matters, among others.

35. Compliance with the provisions of
Companies Act, 2013

The Bank has complied with all the provisions of the
Companies Act, 2013 and the Rules made thereon,
to the extent that are applicable to the Bank. The
Bank has filed an sue moto application before the
Registrar of Companies, Chennai under Section
441 of the Companies Act, 2013 for which final
order is awaited.

36. Internal Auditors

The Bank is required to appoint an internal auditor
as per the requirements of Section 138 of the
Companies Act, 2013, who should either be a
chartered accountant or a cost accountant, or
such other professional as may be decided by the
Board to conduct internal audit on the functions and
activities of the Bank.

The Bank has an internal audit department and
it engages a practicing charted accountant as
concurrent auditor to conduct the audit of the
branches as per the Reserve Bank of India's guidelines.

The internal audit department of the bank conducts
audit of the various departments and branches on a
periodical basis and findings of the audit are being
placed before the Audit Committee of the Board.
Considering the above, the Bank has not appointed
any third party internal auditor as mandated under
section 138 and rule 13 of Companies (Accounts)
Rules, 2014 to conduct internal audit of the branches
and various department of the Bank.

37. Statutory Auditors

Pursuant to provisions of Section 139 of the
Companies Act, 2013 read with Section 30(1A) of the
Banking Regulation Act, 1949, the Board of Directors
have recommended the appointment of M/s.
Sundaram & Srinivasan, Chartered Accountants,
Chennai (Firm Registration No. 004207S) and M/s.
Chandran & Raman, Chartered Accountants,
Chennai (Firm Registration No. 000571S) as the
Joint Statutory Central Auditors of the Bank for the
financial year 2025-26. The Reserve Bank of India
vide its letter dated 26 June, 2024 has approved the
same, subject to the approval of members at the
Annual General Meeting.

The proposed Auditors have confirmed their
eligibility to be so appointed in terms of Section 141
of Companies Act, 2013.

38. Comments on Auditors' Report

The Notes on Accounts and the Significant
Accounting Policies referred to in the Auditor's
Report and forming part of the annual accounts and
the references made by the Auditors in their Report
are self-explanatory. The Auditors have not made
any observations or adverse comments warranting
any explanation on the part of the Board as referred
to in Section 134 (3) (f) of the Companies Act, 2013.

39. Details in respect of frauds reported by
Auditors

During the year under review, the Auditors have
not reported any instance of fraud committed in
the Bank by its officers or employees to the Audit
Committee of the Board under section 143 (12) of the
Companies Act, 2013.

40. Secretarial Audit

The Bank had appointed M/s. SPNP & Associates,
Practicing Company Secretaries, Chennai, as the
Secretarial Auditor to conduct the Secretarial Audit
of the Bank for the FY 2024-25. The report of the
Secretarial Auditor is enclosed as Annexure 1.

The Secretarial Auditor has made the following
observation and your directors would like to submit
the response to the observation as below;

• During the period under review, Mr. K. Ananth
and Mr. S. Ilangovan were appointed as Heads
of Internal Audit. However, the Audit Committee
did not formally review and approve the
appointments and the terms of remuneration of
the Chief Internal Auditor, in deviation from the
duties of Audit Committee as stipulated under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

This has been marked as a remark, with a
suggestion that, going forward, the Bank
shall ensure formal compliance with the
aforementioned SEBI regulation.

The comment made by the Secretarial Auditor
is self-explanatory in nature and Your Bank has
taken necessary steps to ensure compliance with
regulatory guidelines as amended from time to time.

• The Bank received a demand notice from the
Income Tax Department on March 29, 2024.
However, the intimation to Stock exchange was
made only on April 2, 2024 causing a three days
delay in intimation of demand notice as per SEBI
Circular dated July 13, 2023, and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

This has been marked as a remark, with a
suggestion that, going forward, the Bank
shall ensure formal compliance with the
aforementioned SEBI regulation.

The above facts came to the knowledge of the Bank
on 30.03.2024 and having consecutive holidays on

31.03.2024 and 01.04.2024, the said intimation was
made on 02.04.2024. However, the filings submitted
with stock exchanges contains the factual condition
also, which is reproduced as below: "Due to
intervening holiday and Financial year end closure,
the intimation is being provided today"

• The Risk Management Committee (RMC)
had not reviewed the appointment and
terms of remuneration of Chief Risk Officer in
deviation from the duties of Risk Management
Committee as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

This has been marked as a remark, with a
suggestion that, going forward, the Bank
shall ensure formal compliance with the
aforementioned SEBI regulation.

The comment made by the Secretarial Auditor
is self-explanatory in nature and Your Bank has
taken necessary steps to ensure compliance with
regulatory guidelines as amended from time to time.

• During the period under review, Mr. Sanjay
Kumar Goel was appointed as the Chief
Financial Officer (CFO) at the Board meeting
held on January 29, 2025. However, the said
appointment was neither presented to nor
approved by the Audit Committee, which is in
deviation from the duties of Audit Committee
as stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The comment made by the Secretarial Auditor
is self-explanatory in nature and Your Bank has
taken necessary steps to ensure compliance with
regulatory guidelines as amended from time to time.

• During the period under review, the Bank made
contributions in the form of non-monetary
assets which are not classified under Schedule
VII of the Companies Act 2013, including
barricades, CCTV cameras, waiting sheds, and
computers—to various Police Departments.

Though the contributions in the form of non¬
monetary assets which were provided to the Police
Departments, the same will be used for the benefits
of the general public at large.

• During the period under review, the Bank has
transferred Rs. 6.78 Crores to the unspent CSR
account which was originally contributed to
TMB Foundation, during the financial year
2020-21. And the same was categorized under
"ongoing projects.". In compliance with Section
135 of the Companies Act, 2013, the said amount
should have been transferred to the specified
unspent CSR account by the end of FY 2023-24.

The implementing agency has informed the Bank
that due to some unavoidable circumstances /
conditions, the ongoing projects were continued
after the expected completion time. In view of the
above, the aforesaid delay was caused.

41. Annual Secretarial Compliance Report:

The Bank has undertaken an audit for the Financial
Year ended March 31, 2025 for all applicable
compliances as per SEBI Listing Regulations and
Circulars / Guidelines issued thereunder. The
Annual Secretarial Compliance Report duly signed
by M/s. SPNP & Associates, Practicing Company
Secretaries, Chennai, has been submitted to the
Stock Exchanges and is enclosed as Annexure 2 to
this Directors' Report.

42. Compliance to Secretarial Standards

The Bank has complied with the provisions of the
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and has
put in place systems which are adequate and are
operating effectively.

43. Funding sources of renewable energy
(Cnnservation of Energy)

The Bank has been supporting and financing
various activities for development of alternative
energy generation. The Bank recognizes wind and
solar energy as main sources of best renewable
and pollution free energy throughout the year and
considers funding these initiatives as its contribution
towards the worldwide effort against global
warming. Accordingly, bank encourages setting up
of solar panels by financing solar energy generation
plants. The Bank has also taken various steps to
conserve energy in its own premises, by establishing
solar plant in 18 branches.

44. Corporate Social Responsibility

The Bank has constituted a Corporate Social
Responsibility (CSR) Committee which has also
adopted a CSR Policy. The CSR Policy is available on
the Bank's website. The disclosure in respect of the
CSR activities of the Bank as required to be made as
per the Companies (Corporate Social Responsibility)
Rules, 2014 is given in Annexure 3.

As per Section 135 of the Companies Act 2013 and
Rules thereunder, the total amount to be spent is
H 26.09 crores for the Corporate Social Responsibility
activities for the financial year 2024-25 and a sum
of H 18.83 crores has been transferred as ongoing
and multiyear projects to the implementing agency.

45. Annual Return

Annual Return Pursuant to provision of Section 134(3)
(a) and Section 92(3) of the Companies Act, 2013,
the Annual Return as at March 31, 2025 is available
in the Bank's website. The same can be accessed at
https://www.tmb.in/pages/Annual-Return.

46. Disclosures Pertaining to the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013 and Maternity Benefit Act, 1961

The Bank has zero tolerance towards any act on
the part of any executive / employee which may
fall under the ambit of 'Sexual Harassment' at
workplace and is fully committed to uphold and
maintain the dignity of every woman working in
the Bank. The Policy provides for prevention and
protection against sexual harassment of women at
workplace and for redressal of such complaints. All

the employees (permanent, contractual, temporary
or trainee) are covered under this policy.

Number of complaints pending as at the beginning
of the financial year - Nil

Number of complaints filed during the financial year
- 1 (The same has been disposed)

Number of complaints pending as at the end of the
financial year - Nil

Also, your Bank is in compliance with the Maternity
Benefit Act, 1961 as amended from time to time.

47. Transfer of Equity Shares to Investor
Education and Protection Fund (IEPF)
Authority / Unclaimed Dividends.

The details of the equity shares / unclaimed
Dividends transferred to Investor Education and
Protection Fund (IEPF) Authority are available in
the Corporate Governance report forming part
of this report.

48. Strictures and Penalties

During the year under review, RBI has imposed the
following penalties on the Bank:

i. RBI has imposed penalty of ^4,30,000/- under
the scheme of penalty for Non-replenishment
of ATM (DCM(RMMT) No.S153/11.01.01/2022-23)
dated August 10, 2021. (debited in our account
maintained with RBI on various dates)

ii. RBI has imposed penalty of f10,000/- for
deficiency in rendering customer service
observed during incognito visit by RBI official at
Cheranmadevi Branch on 11.11.2024 (Order date:

11.11.2024 & Paid on 17.12.2024)..

iii. RBI has imposed penalty of f20,050/- on

28.05.2024 for the reason of irregularities
and directions violated during their visit at
our Madurai Currency Chest. (debited in our
account maintained with RBI on 28.05.2024)

49. Requirement for maintenance of cost
records

The cost records as specified by the Central
Government under Section 148(1) of the
Companies Act, 2013, are not required to be
maintained by the Bank.

50. Management Discussion & Analysis

The Management Discussion & Analysis as required
under the Listing Regulations is enclosed as
Annexure 4, forming part of this Report.

51. Particulars of Employees and
Remuneration:

The information required under Section 197(12) of
the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as
Annexure 5 which forms part of this Report.

52. Corporate Governance Report and
Certificate:

Your Bank is committed to follow the best
practice of corporate governance to protect the
interest of all the stakeholders of the Bank, viz.
shareholders, depositors and other customers,
employees and the society in general and maintain
transparency at all levels.

As required under Regulation 34 (3) read with
Schedule V (C) of the Listing Regulations, a report
on Corporate Governance and the certificate
as required under Schedule V (E) of the Listing
Regulations from M/s. SPNP & Associates, Practicing
Company Secretaries, Chennai, regarding
compliance of conditions of Corporate Governance
are given in Annexure 6 and Annexure 7 respectively,
forming part of this report.

53. Business Responsibility and Sustainability
Report:

The 'Business Responsibility and Sustainability
Report' (BRSR) of your Bank for the Financial Year
ended March 31, 2025 is attached as Annexure
8 as required under Regulation 34(2)(f) of the
Listing Regulations. Your Bank continues to execute
strong ESG proposition by working with all relevant
stakeholders as well as in its own operations.

54. Material changes and commitment, if any,
affecting the financial position of the Bank
from the end of the financial year and till
the date of this report

There are no material changes and commitments
affecting the financial position of the bank.

55. The details of significant and material
orders passed by the regulators or courts
or tribunals impacting the going concern
status and Bank operations in future

During the Financial Year 2024-25, no significant
and material orders were passed by the Regulators
or Courts or Tribunals against the Bank which
impacts its going concern status and Bank's
operations in future.

56. The details of difference between amount of
the valuation done at the time of one-time
settlement and the valuation done while
taking loan from the Banks or Financial
Institutions along with the reasons thereof

Being Banking Company, the aforesaid provision is
not applicable to your Bank.

57. Insider Trading Compliances

The Bank has adopted the Code of Conduct for
Prevention of Insider Trading in the securities ('PIT
Code'), adopted in line with the provisions of the
SEBI (Prohibition of Insider Trading) Regulations,
2015 ('PIT Regulations'). The PIT Code, inter-alia
requires, pre-clearance for trading in the securities
and prohibits the purchase or sale of securities
while in possession of unpublished price sensitive
information(UPSI) and during the closure of
trading window.

The Board has also adopted a Board approved
Code of Practices and Procedures for Fair Disclosure
of UPSI, which is available on the website of the
Bank at https://www.tmb.in/doc/Code%20of%20
conduct%20to%20regulate%20monitor%20and%20
report%20trading%20by%20insiders.pdf.

The Board reviews the PIT Code on an annual
basis and whenever required. The PIT Code has
been reviewed by the ACB and the Board, as part
of annual review process, during the financial
year under review and certain changes are made
therein in order to provide more clarity in certain
clauses as per recent development in the aforesaid
regulations. The Company Secretary of the Bank
acts as the 'Compliance Officer' in terms of the PIT
Code and PIT Regulations, and is responsible for
implementation and overseeing compliance with
the PIT Code across the Bank.

The Bank has also undertaken various initiatives
during the financial year to spread awareness
amongst the employees of your Bank about the
provisions of the PIT Code and PIT Regulations. The
Bank has automated the process for submission of
declarations and disclosures by designated persons
electronically through software. Further, your Bank
has maintained the Structured Digital Database
('SDD') internally with adequate internal controls, in
compliance with the provisions of Regulation 3(5) of
the PIT Regulations. The report on the compliance
with the PIT Code is also submitted to the ACB/
Board periodically

58. Acknowledgment

The Board of Directors are grateful for the
valuable guidance and support received from the
Government of India, various State Governments,
regulatory bodies such as RBI, SEBI, MCA, RBI, IBA,
UIDAI, CERSAI, IRDA as well as to all the shareholders,
Lenders, Credit Rating Agencies for their unwavering
support and trust in the Bank.

The Board would further like to express appreciation
to BSE Limited, National Stock Exchange of India
Ltd., National Securities Depository Limited, Central
Depository Services (India) Limited, Registrar &
Share Transfer Agent, Vendors and Service Providers
for their continued support & co-operation.

The Board also wishes to place on record its
profound appreciation for the valuable contribution
of the Bank's Staff at all levels and looks forward
to their continued involvement with commitment
towards achieving the future goals.

Lastly, our sincere thanks to all our customers in India
and abroad and our shareholders for their patronage
and continued faith in Brand TMB as we strive to
improve the Bank's position and performance on an
ongoing basis and remain strongly committed to
creating value for our stakeholders.

59. Conclusion

This year has been a significant milestone for the
Bank, marking 103 years since its establishment — a
truly commendable accomplishment.

Both the banking sector as a whole and your Bank
in particular remain committed to supporting
the MSME segment through the effective rollout
of initiatives introduced by the government and
regulatory authorities. The Bank has adopted a
prudent approach in expanding its operations while
maintaining strong financial performance.

Looking ahead, your Bank remains optimistic and
self-assured, confidence rooted in its ability to
overcome numerous challenges over the past
century. With the knowledge and experience gained,
the Bank is well-positioned to embrace the next
hundred years with renewed vigor, driven by the
trust of its valued customers and the unwavering
dedication of its employees.

Your Bank looks to the future with great hope and
confidence born out from the fact that the Bank has
weathered many storms in its journey of hundred
years and with the experience gained, will be able
to look forward to the next 100 years with renewed
strength, stemming from the trust of the customers
and protected by the loyalty of its staff.

For and on behalf of the Board of Directors

Place : Thoothukudi Salee S Nair K. Ramachandran

Date : July 08, 2025 MD & CEO Additional Independent Director