Your Directors have pleasure in presenting the 39TH ANNUAL REPORT on the business and
operations of your company along with the Audited Financial Statements for the year ended 31st
March 2025. The Consolidated Financials of the Company and its subsidiaries have been referred.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2025.

(Rupees in lacs)

2. BUSINESS & PERFORMANCE

During the year under review, the Company has made a Loss of ' 9.90 lacs, against Profit of
'3223.03 lacs, in the last financial year. The total comprehensive income / Loss of the company
for the year under review comprehensive loss is '1027.56 lacs against comprehensive income
of '98.20 lacs in the last financial year. The company was focusing mainly in improving the
business of the company due to favourable market conditions in the Capital Market. Barring
unforeseen circumstances and if the conditions of the stock market prevails stable the company
could make a reasonable profit since the company is engaged in Trading and Investments in
Equity and Derivative Segments.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2024 was '10.50 crore. No additions and
alterations to the capital were made during the financial year 2024-2025.

4. DIVIDEND

No dividend was declared and paid during the financial year 2024-25.

The Directors have recommended final dividend of '2/50p per share of the face value of ' 10
each for the financial year 2023-24.

Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund
(“IEPF”)

Pursuant to Section 205A and 205C and other applicable provisions, if any, of the Companies
Act, 1956 all unclaimed / unpaid dividend as applicable remaining unclaimed / unpaid for
a period of seven years from the date they became due for payment, were required to be
transferred to IEPF. Sections 124 and 125 of the Companies Act, 2013 read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(‘IEPF Rules’), both of which were applicable with effect from 7th September 2016, also contain
similar provision for transfer of such amounts to the IEPF. Accordingly all unclaimed /unpaid
dividend for a period of seven years from the date they became due for payment, in relation to
the company have been transferred to the IEPF established by the Central Government. No
claim shall be entertained against the company for the amounts so transferred.

The following table gives information relating to outstanding dividend accounts and the dates
by which they can be claimed by the shareholders.

5. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Our Company has granted loans to wholly owned subsidiary Twentyfirst Century Shares and
Securities Limited. Loans, guarantees and investments under Section 186 of the Companies
Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

6. Transfer to General Reserve

Your Company does not propose any transfer of funds to the General Reserve as a prudent
policy since the company is engaged in the business of trading and investment in shares which
keeps fluctuating and is not consistent.

7. DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.
There are no outstanding deposits as on 31st March 2025

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to Section 188 (1) of the
Companies Act, 2013, in the prescribed Form AOC 2, is appended as Annexure II.

9. EXTRACT OF THE ANNUAL RETURN

The submission of extract of Annual Return in MGT-9 is dispensed with in terms of Companies
(Management and Administration) Amendment Rules, 2021. Hence the question of attaching
the MGT-9 with this report does not arise.

The Annual Return of the Company as on 31st March, 2025 is available on the Company’s
website and can be accessed at the company’s website - www.tcms.bz under the heading
“Annual Return in Form MGT - 9”

10. MANAGEMENT’S DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management’s Discussion and Analysis is set out in
this Annual Report - Annexure - A.

11. RISK MANAGEMENT REPORT

Although the company has long been following the principle of risk minimization as is the
norm in every industry, it has now become a compulsion. Therefore, in accordance with the
provisions of the listing agreement the Board members were informed about risk assessment
and minimization procedures after which the Board formally adopted steps for framing,
implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and
to promote a pro-active approach in reporting, evaluating and resolving risks associated with
the business. In order to achieve the key objective, the policy establishes a structured and
disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The common risks inter alia
are: Regulations, competition, Business risk, Investments, retention of talent and expansion
of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk,
legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken
to mitigate the same.

12. BOARD POLICIES

The details of the policies approved and adopted by the Board are provided in Annexure VIII
to the Board’s Report.

13. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We
believe that a truly diverse board will leverage differences in thought, perspective, knowledge,
skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity,
race and gender, which will help us retain our competitive advantage. The Board Diversity
Policy adapted by the Board sets out its approach to diversity. The policy is available on our
website, at https://www.tcms.bz/ Policies.pdf.

Additional details on Board diversity are available in the Corporate Governance report that
forms part of this Annual Report.

14. HUMAN RESOURCES

The well-disciplined workforce which has served the company for the last 10 years lies at the
very foundation of the company’s major achievements and shall well continue for the years
to come. The management has always carried out systematic appraisal of performance and
imparted training at periodic intervals. The company has always recognized talent and has
judiciously followed the principle of rewarding performance.

15. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has amended the POLICY ON PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSEMENT giving effect to the recent amendments in the provisions of the
Companies Act, 2013 made on 31st July 2018 and SEBI (LODR) Regulations, 2015 and this
is available in the website of the company www.tcms.bz > Investor Relations > Corporate
Information > Policies.

The Company has constituted an Internal Complaint Committee with three members, as per
the provisions of the sexual harassment of women at workplace (prevention, prohibition and
redressal) Act, 2013 and complied with the provisions of the same.

Internal Complaint Committee Members

1. Presiding Officer - Ms. Jaylaxmi Mukta (Employee of the Company)

2. Member - Ms. Dipti D.Sakpal (Independent Woman Director of the Company)

3. Member - Mr. Bhaskar Shetty (CFO of the Company)

The Committee met once in the financial year 2024-25, on 19th March 2025 to assess the
position in the company.

The Company has displayed in the Notice Board of the company the particulars regarding

1. Instructions to the employees

2. Procedure to be followed for lodging complaint and in redressal.

3. Complaint mechanism

The Company is committed to provide a safe and conducive work environment to its employees
during the financial year. Your Directors state that during the financial year, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

16. SUBSIDIARY COMPANIES

Your Company has one subsidiary viz., TWENTYFIRST CENTURY SHARES AND
SECURITIES LIMITED. The subsidiary company is engaged in Investment & Trading in
Shares and Derivatives.

There are no associate companies within the meaning of Section 2(6) of the Companies Act,
2013 (“Act”). Further there has been no material change in the nature of business of the
subsidiaries.

Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary
company may write to the Company Secretary.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the
financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms
part of the annual report.

Performance and financial position of the subsidiary companies is given in Annexure-I.

17. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND
OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI
(LODR) REGULATIONS 2015

As per provisions of the SEBI (LODR) Regulations 2015, Management Discussion and
Analysis report (ANNEXURE A) and Corporate Governance Report with Auditors’ certificate
thereon (ANNEXURE - B) are attached and form part of this report.

18. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF
REPORT

There are no material changes and commitments occurred between the end of the financial
year of the company to which the financial statements relate and the date of the report, affecting
the financial position of the company. No change in the nature of business during the financial
year 2024-25

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact
the going concern status of the Company and its future operations.

20. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has
reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details of
which would need to be mentioned in the Board’s report.

21. STATUTORY AUDITORS

Board of Directors of the company has re-appointed M/s. Shankar & Kishor, Chartered
Accountants, Mumbai (Firm Registration Number 112451W), since the present term of 5years
is expiring with the conclusion of 38th Annual General Meeting. Board of Directors has decided
(in the meeting held on 28th May 2024) to reappoint them for another period of 5 years (Since
they are eligible for such reappointment and have consented to) from FY2024-25 till the
conclusion of 42nd Annual General Meeting (Till FY 2028-29) of the company and this was
approved by the members of the company in the Annual General Meeting (AGM) held on 8th
August 2024.

REPLY TO THE OBSERVATIONS MADE BY THE STATUTORY AUDITOR

Statutory Auditors in their report have made the following observations:

Our report expresses an unmodified opinion on the adequacy and operating effectiveness of
the Company’s internal financial controls over financial reporting.

22. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re¬
appointed M/s Lakshmmi Subramanian & Associates, Practising Company Secretaries, (CP
No.1087, FCS:3534), Company Secretaries to undertake the secretarial audit of the company
for three years from the financial year ending 31st March 2025 (FY 2024-25). The Secretarial
Audit Report for the financial year ended 31st March 2025 (FY 2024-25) is annexed herewith
as ‘Annexure VI’.

REPLY TO THE OBSERVATIONS MADE BY THE SECRETARIAL AUDITOR

Secretarial Auditors in their report have made the following observations:

We hereby report that

a. The Listed Entity has complied with the provisions of the above Regulations and circulars/
guidelines issued thereunder, except as specified in the 24A report.

b. The Listed Entity has maintained proper records under the provisions of the above
Regulations and circulars/guidelines issued thereunder in so far as it appears from our
examination of those records.

c. There were no actions taken against the Company/its promoters/directors/material
subsidiaries either by SEBI or by Stock Exchanges (including under the Standard
Operation Procedures issued by SEBI through various circulars) under the aforesaid Acts/
Regulations and circulars/guidelines issued thereunder.

We have also examined the compliance with the applicable clauses of the following:

(i) The Listed Agreements entered into by the Company with the Stock Exchanges,
where the Securities of the Company are Listed and the uniform listing agreement with
the said stock exchanges pursuant to the provisions of the SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015

(ii) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and
General Meetings (SS-2) issued by the Institute of Company Secretaries of India as
amended from time to time.

In our opinion and as identified and informed by Management, the following laws are specifically
applicable to the Company as the Company is engaged in the activity of secondary market
trading in securities and derivatives.

1. Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998.

2. Reserve Bank of India Act, 1934

3. Securities Contract Regulation Act, 1956 and Rules Framed thereunder.

It is reported that during the period under review, the Company has been regular in complying
with the provisions of the Act, Rules, Regulations and Guidelines, as mentioned above except:

a. The Company is engaged in investment and trading activity with their own surplus
funds. However, without any registration / license required under RBI (NBFC Rules and
Regulations)

b. Compliance of the Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements) Regulation, 2015 to be improved in certain areas as stated in
24A Audit report.

c. There was a delay of 2 days in filing of Form MGT-7. However, the form has been filed in
MCA with additional fee.

Our Reply:

a) Our company is arranging to apply to RBI for NBFC License and the work is in progress.

b) We have noted to improve the compliance in certain areas of the Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 as
stated in 24A Audit Report.

23. INTERNAL AUDITORS

All the investments related activities are done under the direct supervision of the Chairman of
our company. As per the provisions of the Companies Act, 2013 the company has appointed
M/s. G.S.Punjawat & Co, Chartered Accountants, Mumbai as an Internal Auditor for the
company for the financial year 2024-25.

The Company proposes to continue their services and appoint M/s. G.S.Punjawat & Co,
Chartered Accountants, Mumbai as an Internal Auditor for the financial year 2025-26, to
ensure proper and adequate systems and procedures commensurate with its size and nature
of its business.

24. COST AUDITORS

During the year, the provisions of the Companies Act, 2013 related to appointment of Cost
Auditors were not applicable to the Company.

25. AUDIT COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND
STAKEHOLDER’S RELATIONSHIP COMMITEE

The details pertaining to the composition of the Audit Committee, Nomination and Remuneration
Committee and Stakeholder’s Relationship Committee are included in the Corporate
Governance Report, which is a part of this report.

26. CORPORATE SOCIAL RESPONSIBILITY

Your Company knows the importance of Corporate Social Responsibility (CSR) activities of
the company under the provisions of the Companies Act, 2013. Accordingly a committee has
been formed under the chairmanship of Mr. Sundar Iyer Chairman of the company.

During the financial year 2024-25 the company spent ' 1,60,000 under Corporate Social
Responsibility (CSR) activities.

The annual report on CSR activities for the financial year 2024-25 is enclosed herewith as
Annexure VII.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIG EXCHANGE
INFLOW & OUTGO

The Company had taken steps to conserve use of energy in its office, consequent to which
energy consumption has been minimized. No additional Proposals/ Investments were made
to conserve energy. Since the company has not carried on industrial activities, disclosures
regarding impact of measures on cost of production of goods, total energy consumption, etc.,
are not applicable.

Company’s business does not require any technology absorption and hence no reporting is
required to be furnished under this heading.

27. BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and of the Listing Agreement, the Board has
carried out annual performance evaluation of its own performance, the directors individually as
well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee. The manner in which the evaluation has been carried out has been explained in
Corporate Governance Report.

28. DIRECTORS AND KEY MANAGEMENT PERSONNEL

Board of Directors has approved to reappoint Ms. Dipti D Sakpal - Independent Director (holding
DIN 07305797) for a second term of FIVE YEARS from 1st April 2022 and recommended
for the approval by the shareholders of the company through POSTAL BALLOT which was
approved by the shareholders on 24th May 2022.

Board of Directors has appointed Mrs. Raghavan Suguna - Independent Director (holding DIN
06601230) as Additional Director in the Board Meeting held on 18th April 2022 which was later
approved by the shareholders of the company through POSTAL BALLOT which was approved
on 24th May 2022.

Board of Directors has approved to reappoint Mr. B.K.Rai - Independent Director (holding DIN
08793233) for a second term of FIVE YEARS from 17th July 2025 and recommended for the
approval by the shareholders of the company through 39th Annual General Meeting to be held
on 4th September 2025.

All the Independent Directors have given declaration that they meet the criteria of independence
as laid down under section 149(6) of the Companies Act, 2013 and of listing agreement.

Shri Sundar Iyer (DIN 00481975) (Chairman & CEO) of our company shall retire by rotation
at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. As
stipulated in terms of the listing agreement with the stock exchanges, the brief profile of Shri
Sundar Iyer is provided in the report on corporate governance, which forms an integral part of
this Annual Report.

The Key Management Personnel of the company are as under:

1. Mr. Sundar Iyer - Chief Executive Officer

2. Mr. A.V.M.Sundaram - Company Secretary

3. Mr. Bhaskar Shetty - Chief Financial Officer

29. MEETINGS OF THE BOARD

During the financial year ended on March 31, 2025 Seven (7) Board Meetings were held.
Further, details of the meetings of the Board and its Committees are given in Corporate
Governance Report, forming part of Annual Report.

30. POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION

Company’s policy on Directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under
section 178(3) of the Act are covered in Corporate Governance Report which forms part of this
Report. Further, information about elements of remuneration package of individual directors is
provided in the extract of Annual Return as provided under Section 92(3) of the Act, which is
published in the company’s website - www.tcms.bz.

31. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Code
of Conduct for Directors and Senior Management of the Company. A declaration to this effect
has been signed by Mr. Sundar Iyer, Chairman & Chief Executive Officer and forms part of the
Annual Report.

32. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Mr.Sundar Iyer, Chairman and Chief Executive Officer of the company are related to
Mr.Krishnan Muthukumar - Non-Executive Director and Mr. Karthik Sundar Iyer - Managing
Director of the company.

None of the other Directors are related to each other within the meaning of the term “relative”,
as per Section 2 (77) of the Act and the provisions of the revised listing agreements.

33. EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS’ MEETING

During the year under review, the Independent Directors met on 19th March 2025, inter alia to:

i. Review the performance of non-independent directors and the Board as a whole

ii. Review the performance of the Chairperson of the company, taking into account the views
of executive directors and non-executive directors

iii. Assess the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.

34. EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS’ MEETING

During the year under review, the Directors (other than Independent Directors) met on 19th
March 2025, inter alia to:

i. Review the performance of the independent directors of the company, taking into account
the views of executive directors and non-executive directors.

ii. Assess the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The information about internal financial control system and their adequacy is set out in the
Management Discussion & Analysis report which is attached and forms part of this Report.

36. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statements in terms of Section 134(3)(c)
of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended 31st
March 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

b. That such accounting policies as mentioned in Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made

c. That are reasonable and prudent so as to give a true and fair view of the state of affairs of
The Company as at 31st March 2025 and of the profit of the Company for the year ended
on that date;

d. That proper and sufficient care has been taken 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;

e. That the annual financial statements have been prepared on a going concern basis;

f. Those proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively.

g. Those systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

37. INDEPENDENT DIRECTORS’ DECLARATION

Ms. Dipti D. Sakpal, Mr. Balakrishna K Rai and Mrs. Raghavan Suguna who are Independent
Directors, as on 31st March 2025 have submitted a declaration that each of them meets the
criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and in terms
of the provisions of SEBI (LODR) Regulations, 2015. Further, there has been no change in the
circumstances which may affect their status as independent director during the year 2024-25.

Further Mrs. Raghavan Suguna who was appointed as Independent Director on 18th April
2022 for a period of five years has also submitted a declaration that she meets the criteria of
independence as provided in Sub-Section (6) of Section 149 of the Act and in terms of the
provisions of SEBI (LODR) Regulations, 2015.

38. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has not conducted any familiarization program of the independent directors
since they attended programs conducted by their professional institutes being professionals.

39. PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not applicable, as none of the directors of the company are receiving any remuneration from
the company.

The remuneration paid to all Key management Personnel was in accordance with remuneration
policy adopted by the company. Particulars of remuneration/ Sitting Fees paid are detailed in
Annexure-III to the Director’s Report.

40. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or
transactions with the Company.

41. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their
genuine concerns. For details, please refer to the Corporate Governance Report attached to
this Report.

42. MAINTANENCE OF COST RECORDS

NOT APPLICABLE

43. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

No Application is made by the company or any proceedings are pending under the Insolvency
and Bankruptcy code, 2016 during the year

44. 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.

NOT APPLICABLE

45. ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company and also Company’s
shareholders, auditors, customers and bankers for their continued support.

46. CAUTIONARY STATEMENT

The statements contained in the Board’s Report and Management Discussion and Analysis
contain certain statements relating to the future and therefore are forward looking within the
meaning of applicable securities, laws and regulations. Various factors such as economic
conditions, changes in government regulations, tax regime, other statues, market forces and
other associated and incidental factors may however lead to variation in actual results.

For and on behalf of the Board

Sundar Iyer
Chairman & CEO

Place: Mumbai
Date: 29th May 2025