Thangamayil Jewellery Ltd Directors Report.

To the Members of Thangamayil Jewellery Limited Report on the Audit of the Financial Statements Opinion

We have audited the accompanying Ind AS nancial statements of M/s. Thangamayil Jewellery Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2021, the Statement of Prot and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the signicant accounting policies and other explanatory information (hereinafter referred to as"the Ind AS Financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS Financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of a airs of the Company as at March 31, 2021, the prot and total comprehensive income, changes in equity and its cash o ws for the year ended on that date.

Basis for opinion

We conducted our audit of the Ind AS Financial statements in accordance with the Standards on Auditing specied under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Ind AS Financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the Ind AS Financial statements under the provisions of the Act and the Rules made there under, and we have fullled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is su cient and appropriate to provide a basis for our audit opinion on the Ind AS Financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most signicanc e in our audit of the Ind AS Financial statements of the current period. These matters were addressed in the context of our audit of the Ind AS Financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Revenue Recognition

Revenue from sale of goods is recognized when control of the products being sold is transferred to the customer and when there are no other unfullled obligations. The performance obligations in the contracts are fullled at the time of dispatch, delivery or upon formal customer acceptance depending on customer terms.

Auditors Response

Principal Audit Procedures

Our audit approach consisted testing of the design and operating e ectiveness of the internal controls and substantive testing as

follows:

v We assessed the appropriateness of the revenue recognition accounting policies and its compliances with applicable

accounting standards. We read the contracts with customer to determine appropriateness of revenue recognition.

v Selected a sample of transactions, and tested the operating e ectiveness of the internal control, relating to identication of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation, reperformance and inspection of evidence in respect of operation of these controls.

v We evaluated the design of key internal nancial controls and operating e ectiveness of the relevant key controls with respect

to revenue recognition on selected transactions.

v We performed substantive testing by selecting samples of sales made at the retail outlets using statistical sampling and tested the underlying sales to collection reports and bank statements. For other sales (excluding retail sales), we performed substantive testing for the revenue transactions using statistical sampling and tested the underlying documentation supporting the sales.

v Samples in respect of revenue recorded for materials were tested using a combination of approved value of materials including

customer acceptances and disputes.

v We reviewed the collation of information used to prepare the disclosure relating to the periods over which the remaining

performance obligations will be satised subsequent to the balance sheet date.

v We tested, on a sample basis, specic revenue transactions recorded before and after the nancial year end date to determine

whether the revenue had been recognised in the appropriate nancial period.

2. INVENTORIES

The Jewellery and other allied products stock held at various locations including manufacturing units, stores and third-party locations. The Company has a plan wherein inventory is veried on a periodic basis to ascertain the existence of inventory. Inventory valuation involves signicant assumptions and estimations made by the Management. Management also makes an estimate for non- moving inventory based on the age of the inventory.

We have identied inventory as a key audit matter because of the number of locations that inventory is held at and the judgement

applied in the valuation of inventory and provision for inventory.

Auditors Response

In view of the signic ance of the matter we applied the following audit procedures in this area, among other procedures, to obtain

su cientappropriateaudit evidence.

v We assessed the appropriateness of the inventories accounting policies and its compliances with applicable accounting

standards.

v We evaluated the design of key internal nancial controls and operating e ectiveness of the relevant key controls with respect

to physical verication of inventory, valuation of inventory and provision for inventory.

v We evaluated the design, implementation and operating e ectiveness of managements general IT controls and key application controls over the Companys IT systems which govern inventories, including access controls, controls over program changes, interfaces between di erent systems.

v For locations selected using statistical sampling and performed surprise stock counts at select stores on a sample basis.

v For samples selected using statistical sampling, we have obtained conrmations of inventories held with third parties and respective stores.

v We tested, on a sample basis, the valuation of inventories as at the year end and the Managements assessment of provision required for obsolete and non moving inventories held as at the balance sheet date if any.

v We considered the adequacy and appropriateness of the disclosures in the nancial statements, relating to the inventories.

3. EVALUATION OF UNCERTAIN TAX POSITIONS

The Company has material uncertain tax positions including matters under disputewhich involves signicant judgment to determine the possible outcome of these disputes.

Auditors Response

Principal Audit Procedures

Obtained details of completed tax assessments and demands for the year ended March 31, 2021 from management. We involved our internal experts to challenge the managements underlying assumptions in estimating the tax provision and the possible outcome of the disputed taxes. Our internal experts also considered legal precedence and other rulings in evaluating managements position on these uncertain tax positions.

Information Other than the Ind AS Financial statements and Auditors Report Thereon:

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexure to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the Ind AS Financial statements and our auditors report thereon.

Our opinion on the Ind AS Financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS Financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Ind AS Financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Ind AS Financial statements:

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Ind AS Financial statements that give a true and fair view of the nancial position, nancial performance, total comprehensive income, changes in equity and cash o ws of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal nancial controls, that were operating e ectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS Financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS Financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Companys nancial reporting process.

Auditors Responsibilities for the Audit of the Ind AS Financial statements:

Our objectives are to obtain reasonable assurance about whether the Ind AS Financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to inuenc e the economic decisions of users taken on the basis of these Ind AS Financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :

1.Identify and assess the risks of material misstatement of the Ind AS Financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal nancial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(I) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal nancial controls system in place and the operating e ectiveness of such controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signicant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Ind AS Financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the Ind AS Financial statements, including the disclosures, and whether the Ind AS Financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be inuenc ed. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the e ect of any identied misstatements in the Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signicant audit ndings , including any signicant deciencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most signicanc e in the audit of the Ind AS Financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benets of such communication.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section

143(11) of the Act, we give in"Annexure A" a statement on the matters specied in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit we report that :

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

examination of those books.

c) The Balance Sheet, the Statement of Prot and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid Ind AS Financial statements comply with the Ind AS specied under Section 133 of the Act, read with

Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualied as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal nancial controls over nancial reporting of the Company and the operating e ectiveness of such controls, refer to our separate Report in"Annexure B".

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended :

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the

Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us :

I) The Company has disclosed the impact of pending litigations on its nancial position in its Ind AS Financial statements.

ii)The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii)There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the

Company.

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of

Thangamayil Jewellery limited of even date)

I) (a) The company has maintained proper records showing full particulars including quantitative details and situation of x ed assets.

(b) The Company has a regular programme of physical verication of its x ed assets, by which all x ed assets are veried in a phased manner over a period of three years. In our opinion, this periodicity of physical verication is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain x ed assets were physically veried during the year and no material discrepancies were noticed on such verication.

(c) According to the information and explanation given to us, and on the basis of our examination of the records of the company,

the title deeds of immovable properties of the Company are held in the name of the Company.

ii) (a) The inventories have been physically veried at reasonable intervals during the year by the management, including inventory given to third parties / gold smiths on job work basis. For stocks lying with third parties at the year-end, written conrmations have been obtained by the Management. In our opinion the frequency of such verication is adequate.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verication of inventory followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company has maintained proper records of inventory. We are informed that no major discrepancies were noticed on verication between the physical stock and book records.

iii) (a) The Company has not granted any loans, secured or unsecured to companies, rms , Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. Accordingly, sub Clause (a),(b) and (c) of the Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loans given and investment made. Further, there are no guarantees and security given in respect of which provisions of section 185 and 186 of the Act are applicable.

v) In our opinion, and according to the information and explanations given to us, the Company has complied with the applicable directives issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed thereunder with regard to deposits accepted from the public. Accordingly, there have been no proceedings before the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this matter and no order has been passed by any of the aforesaid authorities.

vi) The Central Government has not prescribed the maintenance of cost records under Section 148 of the Act for any of the products manufactured by the Company.

vii) a) According to the records provided to us, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income- Tax, Goods and Service tax ,duty of Customs , Cess and other material statutory dues applicable to the Company.

According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were in arrears, as at 31 March 2021 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, there are no material dues of Provident Fund, Employees State Insurance, Income- Tax, Goods and Service tax ,duty of Customs , Cess and other material statutory dues, which have not been deposited by the Company on account of disputes, except for the following:

Name of the Statute Nature of Dues Rs.Lakhs Period to which the amount relates Forum where disputes is pending
Tamil Nadu Value Added Tax 2006 Disallowance of Input tax, disputes related reversal of input tax 56.00 2011-12 to 2012-13 Deputy Commissioner (Appeals) of Sales Tax Madurai
Customs Act , 1962 Customs Duty 154.00 2011-12 Appellate Tribunal / Commissioner (Appeals)
Income Tax Act,1961 Income tax Tax deducted at source 14.51 2012-13 and 2013-14 CIT Appeals- I Madurai
Income Tax Act, 1961 Disallowance of normal loss on beaten gold melting 590.59 2016-2017 Commissioner of Income Tax (Appeals I)
Income Tax Act, 1961 Disallowance of normal loss on beaten gold melting 857.58 2017-2018 Commissioner of Income Tax (Appeals I)

viii) Based on our audit procedures and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to nancial institutions and banks. The Company did not have any outstanding loans or borrowings from government and there are no dues to debenture holders during the year.

ix) In our opinion and according to the information and explanations given to us, the Company has not raised money by way of further public o er (including debt instruments) during the year and the term loans taken by the Company have been applied for the purpose for which they were raised.

x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its o cers

or employees has been noticed or reported during the course of our audit.

xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii) According to the information and explanations given to us, in our opinion, the Company is not a Nidhi Company as prescribed

under Section 406 of the Act.

xiii) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the nancial statements as required by the applicable accounting standards.

xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and therefore, the provisions of clause 3(xiv) of the Companies (Auditors Report) Order, 2016 are not applicable to the Company. xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure - B to the Independent Auditors Report

Report on the Internal Financial Controls over nancial reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies

Act, 2013 ("the Act")

OPINION

We have audited the internal nancial controls with reference to nancial statements of Thangamayil Jewellery Limited ("the Company") as of 31 March 2021in conjunction with our audit of the nancial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal nancial controls with reference to nancial statements and such internal nancial controls were operating e ectively as at 31 March 2021, based on the internal nancial controls with reference to nancial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the"Guidance Note").

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal nancial controls based on the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ( the " Guidance Note") issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal nancial controls that were operating e ectively for ensuring the orderly and e cient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable nancial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal nancial controls over nancial reporting based on our audit. We conducted our audit in accordance with the Guidance Note issued by ICAI and the Standards on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal nancial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal nancial controls over nancial reporting was established and maintained and if such controls operated e ectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal nancial controls system over nancial reporting and their operating e ectiveness. Our audit of internal nancial controls over nancial reporting included obtaining an understanding of internal nancial controls over nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating e ectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is su cient and appropriate to provide a basis for our audit opinion on the Companys internal nancial controls system over nancial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal nancial control over nancial reporting is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal nancial control over nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reec t the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of onancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material e ect on the nancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal nancial controls over nancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal nancial controls over nancial reporting to future periods are subject to the risk that the internal nancial control over nancial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For Srinivas&Padmanabhan

Chartered Accountants,

F.Reg No: 004021S

K.M.Padmanabhan

Partner

M.No: 026594

Place Madurai

Date June 24, 2021