TCM Ltd Directors Report

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.

Your Company during the FY 2025-2026, continued its operations in the setting up and commission -ing of Solar Power plants, Trading Business of Medical Diagnostic products, Manufacture of Cattle Feed and Real Estate. Although the Company recorded a lower turnover compared to the previous year, the business continued to maintain steady progress in its core operations.Your Company has recorded a total sales turnover of Rs.1853.27 lakhs inthe FY 2025-2026 and shown a net profit(loss) after tax of Rs.(362.56) lakhs. With regard to the Chemical Manufacturing business, operations at the Companys Mettur unit have remained suspended since 2011, primarily due to financial constraints and the non-availability of adequate raw materials. Considering the prevailing circumstances and the lack of commercial viability, the Company does not presently envisage resumption of chemical manufacturing operations at the said unit.

With regard to the Kalamassery unit, during the previous financial year 2023-24, your Company had entered into a Memorandum of Understanding (MoU) with M/s Asset Homes TCM Townships Pvt. Ltd., presently a second-level subsidiary of M/s Asset Homes Pvt. Ltd., Kochi, as a preliminary expression of the mutual understanding, agreements and obligations of the parties in connection with the proposed joint development of approximately 11 acres of land owned by the Company

During the previous financial year 2024-25, the Company repaid the project advance of 15 crore received from Godrej Properties Limited in 2008, in full and final settlement. Consequent upon such repayment, the charge created in favour of Godrej Properties Limited over the Companys Kalamassery land was duly satisfied and released in March 2025.

As envisaged under the MoU, M/s Asset Homes TCM Townships Pvt. Ltd. proposes to undertake the development of the said 11 acres in accordance with the Development Master Plan, which has since been approved. The proposed development of residential apartments and other related structures remains subject to obtaining the requisite statutory permits and approvals. The commencement of construction is expected during the financial year 2026-27, subject to receipt of all necessary approvals. The proposed development would encompass arranging the necessary funding, supervising the execution of the project, marketing the developed spaces and undertaking the related post-sale obligations. The detailed terms and conditions governing the proposed joint development, including the respective rights, responsibilities and obligations of the parties, are proposed to be formalised through a Shareholders Agreement and a Joint Development Agreement to be entered into between the parties at a subsequent stage.

Your Company continues to focus on strengthening and expanding its business operations by actively pursuing new orders, projects and strategic business opportunities across its diversified business segments, including Healthcare, EdTech, Solar Power Plant installation and commissioning, Cattle Feed and Real Estate. In the EdTech space, the Company, through its subsidiary iSpark Learning Solutions Pvt Ltd, is actively exploring and developing emerging opportunities with a view to leveraging technology-driven solutions and expanding its presence in this high-growth sector. These initiatives are aimed at broadening the Companys business base, enhancing operational performance and creating sustainable long-term value for all stakeholders.

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 2026 have been displayed at the website of TCM Limited (www.tcmlimited.in).

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

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

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

In view of the loss incurred by the Company during the financial year ended 31st March, 2026, the Board of Directors does not recommend any dividend for the financial year 2025-26. The Board remains committed to considering the declaration of dividend in the future, subject to the availability of adequate profits, the financial position of the Company and other relevant factors.

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Rani Jose (DIN:00614349), Non-Executive (Non-Independent) Director, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.The resolution seeking members approval for her re-appointment forms part of the Notice.

The Company in its Eighty First Annual General Meeting (AGM) held in the year 2025 had appointed Mr. George Varghese (DIN:01100001) as a Non-Executive (Non-Independent) Director of the Company, liable to retire by rotation and he continues in office for the FY 2025-26 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 2025-2026. The Company is in compliance with Section 203 of the Companies Act, 2013. The Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances which may affect their status of independence.

Mr. Gopalakrishnan Mahesh (DIN: 0009278577) was appointed as an Independent Director of the Company for a term of five (5) consecutive years from 29th September, 2021 to 28th September, 2026. His first term as an Independent Director will conclude on 28th September, 2026, and he is eligible for re-appointment for a second term, subject to the approval of the Members and compliance with the applicable provisions of the Companies Act, 2013 and other applicable laws. The resolution seeking members approval for his re-appointment forms part of the Notice.

Mr. Jose Jacob (DIN:0009280526),was appointed as an Independent Director of the Company for a term of five (5) consecutive years from 29th September, 2021 to 28th September, 2026. His first term as an Independent Director will conclude on 28th September, 2026, and he is eligible for re-appointment for a second term, subject to the approval of the Members and compliance with the applicable provisions of the Companies Act, 2013 and other applicable laws. The resolution seeking members approval for his re-appointment forms part of the Notice.

At the time of appointment, each Independent Director is provided with a formal Letter of Appointment setting out, inter alia, his/her role, functions, duties and responsibilities. The terms and conditions of appointment are also made available on the Companys website, in accordance with the applicable regulatory requirements.

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company conducts familiarisation programmes for its Independent Directors to enable them to gain a comprehensive understanding of the Company, its business operations, industry dynamics, business model, organisational structure and key strategic initiatives. The programmes also cover the roles, rights and responsibilities of Independent Directors, their statutory and regulatory obligations, and the governance framework applicable to the Company.

The Independent Directors are periodically apprised of the Companys business performance, operational developments, financial position, major projects and initiatives, key business trends, emerging opportunities and risks associated with the Companys operations. They are also kept informed of significant changes in the applicable statutory, regulatory and governance requirements and their potential impact on the Company.

The Board and its Committees are regularly updated on matters requiring their attention, including changes in laws, regulations and listing requirements, as applicable to the Company. The Directors are provided with relevant information and presentations by the senior management and functional heads, wherever required, to facilitate a deeper understanding of the Companys operations and enable them to effectively discharge their fiduciary, statutory and governance responsibilities.

The familiarisation initiatives undertaken by the Company are aimed at enabling Independent Directors to remain well-informed about the Companys business environment and evolving regulatory landscape and to contribute effectively and constructively to the deliberations of the Board and its Committees. Details of the familiarisation programmes imparted to the Independent Directors are made available on the Companys website, in accordance with the applicable provisions of the SEBI (LODR) Regulations, 2015.

The Board of Directors conducted an annual evaluation of its own performance, as well as that of its Committees and individual Directors, in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The evaluation was based on key parameters such as Board composition, effectiveness of processes, quality and adequacy of information provided to the Board, participation and contribution of Directors, conduct of meetings, and overall governance and strategic oversight.

The Independent Directors, at their separate meeting, reviewed the performance of Non-Independent Directors and the Board as a whole, taking into account the views of other Directors.

The performance of the Committees was also assessed against their respective terms of reference and their effectiveness in discharging assigned responsibilities.

The Board noted the outcome of the evaluation with satisfaction, which also helped identify areas for further strengthening the effectiveness of the Board and its Committees.

Based on the framework of Internal Financial Controls established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors, and the reviews undertaken by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company has adequate Internal Financial Controls in place with reference to the Financial Statements and that such controls were operating effectively during the financial year 2025-26..

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

I. In the preparation of the Annual Accounts for the year ended 31.03.2026, the applicable accounting standards have been followed and there are no material departures from the same.

II. The Directors 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. The 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 company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the annual accounts on a going concern basis.

V. The Directors have laid down Internal Financial Controls to be followed by the company and that such controls are adequate and are operating effectively and

VI. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The shares of the company are listed at the Bombay Stock Exchange. The listing fees has been paid up to Financial Year 2026-2027. The stock code of the Company at BSE is 524156.

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

Web link of Annual Return (MGT-7) is available at https://tcmlimited.in/corporate-governance.php

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 andare 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 2026.

M/s. JKM Associates, Company Secretaries,Ernakulam were appointed as secretarial auditors of the company in the AGM held on 27th September 2025 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 2030 and their report in terms of section 204 of the Companies Act, 2013 is attached.The Report of Secretarial Auditor in Form No. MR-3 is annexed herewith and marked as Annexure IV. The Report does not contain qualification, reservation or adverse remark.

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.

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

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

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

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

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on our website www.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 26 and hence does not form part of this report.

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

Foreign Exchange Earnings and Outgo

(Rs. In Lakhs)

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

Your Company recognizes that an effective and structured Risk Management framework is an essential component of sound Corporate Governance. The Risk Management Policy provides a comprehensive framework for the identification, assessment, evaluation, monitoring and mitigation of various risks faced by the Company. The Management has periodically reviewed the Risk Management framework to ensure its continued effectiveness and relevance in addressing the Companys evolving risk landscape.

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

Your Company has established a Vigil Mechanism to provide a structured and confidential channel for all stakeholders to report concerns relating to any suspected or actual statutory, legal or regulatory violations. The details of the Vigil Mechanism are available on the Companys website. During the year under review, no concerns or complaints were reported through the Vigil Mechanism.

Your Company has in place a Code of Conduct for Prevention of Insider Trading, formulated in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code is communicated to all employees as part of their orientation and is adhered to by the Board of Directors, Senior Management Personnel and other persons covered thereunder.

The Company ensures closure of the Trading Window prior to the communication or publication of Unpublished Price Sensitive Information, in accordance with the applicable regulatory requirements. The Company has also adopted a Fair Practices Code (FPC) in compliance with the applicable regulations.

During the year under review, the Code of Conduct for Prevention of Insider Trading and the Fair Practices Code were reviewed and amended, wherever required, to align them with the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the SEBI (Prohibition of Insider Trading) Regulations.

Further, the Company has implemented the VIGILANT software developed by its Registrar and Transfer Agent, Cameo Corporate Services Limited, to facilitate compliance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations. The software enables secure maintenance of relevant data on the Companys server and facilitates compliance with the System Driven Disclosure (SDD) requirements aimed at strengthening the Companys measures for prevention of insider trading.

There have been no material changes or commitments affecting the financial position of the Company between the end of the Financial Year 2025-2026, to which the Financial Statements relate, and the date of this Report.

The Certificate from M/s JKM Associates, Company Secretaries, Secretarial Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed.

Your Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961 (now forming part of the Code on Social Security, 2020).

During the year under review, the Company confirms that there were no material matters requiring disclosure in respect of the following:

-Acceptance of deposits covered under the applicable provisions of the Companies Act, 2013;

-Issue of equity shares with differential rights as to dividend, voting or otherwise, or issue of shares to employees under any employee stock option scheme;

-Remuneration received by the Managing Director or Whole-time Directors from any subsidiary of the Company;

-Cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

-Orders passed by any regulator, court or tribunal which may have an impact on the going concern status or future operations of the Company;

-Corporate Social Responsibility (CSR) activities, to the extent not applicable to the Company;

-Changes in subsidiaries, associates or joint ventures and changes in the nature of business of the Company.

Further, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

Your Directors take this opportunity to express their sincere gratitude and appreciation for the continued cooperation and support extended by various Governmental Authorities, regulatory agencies, Stock Exchanges, Depositories and Banks from time to time.

The Board also places on record its appreciation for the dedication, commitment and valuable contributions of the employees, whose continued efforts have contributed to the growth and progress of the Company.

Your Directors further convey their sincere thanks and appreciation to the valued customers and dealers for their continued trust, support and patronage.