The Directors are pleased to present the 25th Annual
Report and the Audited Statement of Accounts for the year
ended 31st March 2025:

1) FINANCIAL RESULTS Tin Lakhs

The year 24-25 started well with the resounding success
on "Akshaya Thrithiyai" sales that fell in the first quarter
supported by better realisation due to steep increase in
gold & silver price movements and reported a Profit before
tax (PBT) of 7,719 lakhs for that quarter.

However, second quarter post presentation of central
budget, due to steep reduction in customs duty introduced
with immediate effect on 24/07/2024, the Company
suffered a huge loss up to T1,547 lakhs on sale of high duty
paid inventory. The overall second quarter performance
resulted in a PBT loss of T2,355 lakhs .

However, in the third quarter, post liquidation of high
duty paid inventory and also due to improved gold price
prevailed, the Company could get back to normalcy and
earned a record PBT of 6,745 lakhs.

In the fourth quarter, due to erratic gold price movement
as a consequence of geo-political instability in certain
countries and tariff war infused by USA, the expected sales
could not take place. Moreover, in this quarter, the much
awaited entry to Chennai Metro by the Company also

necessitated substantial revenue expenses as promotional
activities and for other operating expenses.

All these factors, affected the PBT to larger extent but the
company could manage to deliver a PBT of T3883 lakhs for
4th quarter.

In aggregate, for all the four quarters put together, the
company could make a PBT of T15,992 lakhs as against
T16,508 lakhs of last year 2023-24 FY.

The retail turnover was its highest level at T4,72,000 lakhs
as against T3,69,100 lakhs of previous year. Profit after tax
moderated at ^11,871 lakhs as against T12,324 lakhs of
previous year.

The Board is interested to share with the shareholders, the
fact, but for the one time variations in real time operations
(as stated elsewhere as a separate note in this Annual report
page no 12) the Company could have made a higher PBT of
T23,736 lakhs as against actually reported in the Audited
financial statement of T15,992 lakhs.

Inspite of the above happenings, the PBT was made possible
for the reasons stated below;

a. Retail value driven growth at 28%

b. Gold Volume increase by 4.00%

c. Better realisation on absolute margin due to escalated
gold and silver price mostly prevailed in the second half
of the FY 24-25.

d. SSS sales improvement on YOY basis by 18.1% compared
to previous year.

e. Improved contribution in value terms from Non-gold
items.

f. Incremental sales from Chennai Retail outlet opened
from 23rd February 2025 Expansion of outlets

EXPANSION OF RETAIL OUTLETS

During the year, the Company started 5 outlets in Chennai
T.Nagar, Rameswaram, Puliyangudi, Mayiladuthurai
and Kuniyamuthur,Coimbatore and on April 11th 2025
opened two more outlets in Chennai Virugambakkam and
Iyyapanthangal suburbans.

The Company has got a definite plan to open at least 8
more outlets within the state of Tamilnadu with 6 outlets
earmarked for Chennai surrounding areas. The required
funding for these outlets both for Capex and working capital
requirements is fully arranged via Rights issue & bank loans
along with incremental customer advances.

PROSPECTS FOR CURRENT YEAR 25-26

The current year stared well. In the past 43 days (01.04.25 to
13.05.25) the Company achieved a turnover of ^71,084 lakhs
as against ^57,954 lakhs of previous same period under
reference. However, due to steep increase in gold price
prevailed "Akshaya Thirithiyai" sales on 30/04/25 more or
less closed around ?15,880 lakhs as that of previous year.
Volume reduction of 24% was noticed on that day sales.

For the ongoing financial year, the estimated retail outlets
expansion outlay is fixed around ?85,000 lakhs and the
same will be funded by Rights issue proceeds and working
capital borrowings from banks & customer advances.

The Capex portion is estimated at ^871 lakhs and the
balance will be used to deploy in current assets. Being an
"asset less model" expansion, the capex is limited to carry
out Retail outlets interiors & electrical fittings & furnishings
only.

PERFORMANCE OF EXISTING OUTLETS

All retail outlets are EBIDTA positive. However, post
amortization of H.O expenses two of the existing outlets
out of 60 outlets are marginally incurring cash loss.
However, in the overall reckoning, these outlets are very
small formats and by and large make no difference for the
financial performance of the Company.

You may observe, that our topline growth improved in a
five-year period at CAGR (Compounded Annual Growth
Rate) at 27% as against 22% in previous year.

2) DIVIDEND

The Board of Directors at their meeting held on 15th May,
2025, has recommended payment of ?12.50/- (Rupees
twelve and paise fifty) (125%) per equity share of the face
value of ^10 (Rupee ten only) each as final dividend for the
financial year ended 31st March, 2025. The payment of final
dividend is subject to the approval of the shareholders at
the ensuing Annual General Meeting (AGM) of the Company.
The company allocated pay out of 3,885 lakhs for 2024-25
on the expanded capital resulted on account of 2:15 Rights
shares allotted during this year as against ^2,744 lakhs
nearly 42% improvement in overall dividend payout. Refer
https://www.thangamayil.com/corporate/wp-content/
uploads/2023/06/DDP-TMJL-1.pdf for Dividend Distribution
policy.

3) SHARE CAPITAL

The share capital of the Company was increased pursuant
to a Rights issue undertaking during the year under review:

The Company issued and allotted 36,42,857 fully paid-up
equity shares of the face value of ?10 each for cash at a price

of ?1,400 per equity share (including a premium of ^1,390
per share) aggregating to ?51,000 lakhs by way of a Rights
issue, in the ratio of 2 (Two) Rights equity shares for every
15 (Fifteen) fully paid-up equity shares of the Company,
held by the eligible equity shareholders on the Record Date

i.e. 11th February 2025 ('Rights Issue').

Consequent to the allotment of shares the paid-up equity
share capital of the Company stands increased from
^2,743.92 lakhs to ^3,108.20 lakhs comprising 3,10,82,021
equity shares of the face value of ?10 each fully paid up as
on March 31, 2025. Further details on the Rights Issue are
contained under the section 'Rights Issues'.

4) HEDGING

The company has got a well-defined operative "Hedging"
mechanism in place. The metal loan availed from banks and
the advances received from customers for future delivery
objectives are covered under natural hedge against gold
price fluctuations. A portion of other inventories is also
hedged with MCX platform by paying margin and meeting
day-to-day MTM (marked to market) obligations.

This is done based on daily sales criteria. In aggregate, the
hedging is at 96% as against 89% of last year. You may note
that in the last five years, the hedging portion is progressively
improved. We are fully committed to hedging in the
prevailing volatility in gold price behavior. The company is
fully confident on sustaining the operating profit and does
not depend on any inventory profits / (losses.)

5) FINANCE

For the required working capital for the current year based
on the estimates done, the company is fully supported by
various sources of finance.

The secured working capital outstanding borrowings
of the company as at 31st March 2025 stood at ^60,291
lakhs as against ^32,444 lakhs of the previous year. The
aggregate working capital facilities from multiple banking
arrangement is at ?7,52,000 lakhs. The current drawing
power covers the sanctioned limits fully.

The eligible fixed deposits limit from public & shareholders
is at ^17,261 lakhs . However, the company took only ?7,779
lakhs. Interest outflows have increased marginally due to
better utilization of working capital borrowings. At the same
time per gram interest outgo maintained at the same level
of ?66. Moreover, the average cost of funds in aggregate for
borrowings has slightly increased from 4.82% to 4.99% due
to increase in working capital limits from banks.

6) CONTINUING CHALLENGES

a. Almost vertical rise in gold price movement affecting
the affordability criterion of customers at large

b. Due to highly working capital intensive model
aggravated by steep rise in gold and silver prices,
PAT less dividend cash available in the system is not
commensurate to the incremental working capital
requirements.

c. High level of competitive intensity.

d. Exceptional substantial allocation of capital is required
for huge advertisement and publicity to improve the
visibility and recall factors associated with brand
building exercise required for expansion in places
where the brand is not familiar.

e. Huge leverage backed demand for other consumption
based discretionary expenses due to emergence of
aspirational class in population. .

7) FUTURE PROSPECTS

a. Better amortization OF "Fixed overheads" on enlarged
retail sales;

b. Continue to grow on "asset less model" expansion
strategy

c. Existing high level of liquidity comfort in the system to
support any eventuality or to make use of opportunities
thrown open by eco system;

d. Optimum utilization of Brand equity built in;

e. Excellent technology support to CRM activities and
fund rising opportunities from small savers with the
help of "Digi gold" APP'

f. Cost effective model adopted for execution;

g. Improved product mix in value terms of high
contribution items;

h. Proper & well laid down strategies for capital allocation
activities;

i. Sustainable gross profit margin while sustaining
the competitive advantages in pricing by sourcing
merchandise items at a fair price;

j. Make use of all categories of competitive advantages as
narrated in enclosure to this annual report.

Except for unforeseen circumstances, the management is
confident of bettering the performance in the medium to
long term on the areas prioritized.

8) DEFERRED TAX ASSETS

The company as per Ind AS requirements has created
deferred tax assets ^400 lakhs as against deferred tax
assets of ?250 lakhs of previous year.

The company has recognised provision for Income tax for
the year ended and measured its deferred tax basis the rate
prescribed in the Act.

9) CONTRIBUTION TO EXCHEQUER

The Company is a regular payer of taxes and other duties
to the Government. The Company has paid GST of ^14,775
lakhs as compared to ^11,563 lakhs paid in the previous
year and the Income tax amounts to ?4,121 lakhs was paid
as against ^4,188 lakhs for financial year 2023-24.

10) CAPITAL EXPENDITURE

During the year, we capitalized ^4,941 Lakhs to our gross
block comprising ?4,592 lakhs for Plant & Machinery,
Building , Furniture & Fittings and other assets and balance
of ^349 lakhs for Computer Equipment's including Software.

The capital work in progress amount outstanding as on 31st
March 2025 is ^1,127 lakhs (previous year ? 236 lakhs). This
comprises of interiors and other assets still to be put in use
and are yet to be capitalised.

For the previous year, we capitalized ? 3,657 lakhs to our
gross block comprising ? 3,350 lakhs for Plant & Machinery
and Furniture & Fittings and others and the balance of ^307
lakhs for Computer Equipment's including Software.

11) DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SUB-SECTION (1 2)

OF SECTION 143 OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

The Statutory Auditors of the Company have not reported
any fraud as specified under the second proviso of Section
143(12) of the Companies Act,2013 (including any statutory
modification(s) or re-enactment(s) for the time being in
force).

1 2) 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(5) of the Companies Act, 2013:

a. In the preparation of the annual accounts, the applicable
accounting standards had been followed and there is
no material departure.

b. 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 and loss of the company for the year;

c. The directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this Act
for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a
'going concern' basis;

e. The directors have laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and were operating
effectively. Internal financial control means the policies
and procedures adopted by the Company for ensuring
the orderly and efficient conduct of its business
including adherence to Company's 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 financial information; and

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

13) MANUFACTURING FACILITIES

Utilisation of own manufacturing facilities including on
job work basis is around 78% as against 75% of the earlier
years. The overall cost of production has come down due
to attainment of scale of economies in the manufacturing
facilities. It is expected to improve the own manufacturing
capacity utilisation in forthcoming years On a need basis, at
short notice, handmade items capacity could be enlarged.

14) DEPOSITORY SYSTEM

The trading in the Equity Shares of your Company is under
compulsory dematerialization mode. As on March 31,2025,
Equity Shares representing 100% of the equity share capital
are in dematerialized form. As the depository system
offers numerous advantages, members are requested
to take advantage of the same and avail of the facility of
dematerialization of the Company's shares.

15) CORPORATE GOVERNANCE

Your Company has been practising the principles of good
corporate governance over the years and lays strong
emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a certificate
from the statutory auditors of the Company regarding
compliance of conditions of Corporate Governance as
stipulated under Regulation 27 of SEBI (LODR) 2015 along
with the Stock Exchange(s) forms part of this report.

The Chairman and Managing Director and Joint Managing
Directors of the Company have certified to the Board on
financial statements and other matters in accordance with
Regulation 17 (8) of SEBI (LODR) 2015 pertaining to CEO
certification for the financial year ended 31st March 2025.

16) INDEPENDENT DIRECTORS

The Board of Directors comprises of 8 total number of
Directors out of which 4 are Independent Directors (50%)
thus fulfilling the requirement of the Companies Act, 2013
and SEBI(LODR), 2015. Therefore the composition of Board
of Directors will be in accordance with the requirements
of the act and regulations. During the financial year,
Mr. S.Rethinavelu, Mr. Lalji Vora and Mr. V.R. Muthu,
Independent Directors retired and Mr. N . Jegatheesan and
Mr. K.Thirruppathi Rajan were appointed as Independent
directors in compliance with the act and regulation.

So, also Mr. S.M. Chandrasekhar who has completed his
first term as Independent Director during the financial year
has been re-appointed by the shareholders through postal
ballot e- voting as on 10th May,2025 being the end date for
e-voting for the purpose.

1) Re-constitution of various committees with effect from
25th July 2024:

Due to change in the independent directors as three of
them are completing their term and retire from their
office and two new Independent Directors are inducted
into the Board to fulfil the requirements following
changes have been effected in the constitution of
various committees:

a. Audit committee members:

1) Mr. S.M.Chandrasekaran (Chairman)

2) Mr. N.Jegatheesan

3) Mrs. Rajakumari Jeevagan

4) Mr. Ba.Ramesh

b. Nomination & remuneration committee members:

1) Mr. S.M.Chandrasekaran (Chairman)

2) Mr. N.Jegatheesan

3) Mrs. Rajakumari Jeevagan

4) Mr. Balarama Govinda Das

c. Corporate Social Responsibility committee
members:

1) Mr.Balarama Govinda Das (Chairman)

2) Mr.Ba.Ramesh

3) N.B.Kumar

4) Mr.S.M.Chandrasekaran

d. Stakeholders & Grievances Committee members:

1) Mr.S.M.Chandrasekaran (Chairman)

2) Mr.Balarama Govinda Das

3) Mr.Ba.Ramesh

4) N.B.Kumar

e) Risk Management Committee Members:

1) Mr.Balarama Govinda Das (Chairman)

2) Mr.Ba.Ramesh

3) N.B.Kumar

4) Mr.S.M.Chandrasekaran

5) Mr.K.Thirupathi Rajan

17) DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance
Report with the Auditors' Certificate thereon, and the
integrated Management Discussion and Analysis including
the Business Responsibility Report are attached, which
forms part of this report.

18) LISTING OF SHARES

The Equity Shares of your Company continue to remain
listed with Bombay Stock Exchange Limited and National
Stock Exchange of India Limited. The listing fees for the
year 2025-26 have been paid to these Stock Exchanges.
The Shares of the companies are compulsorily tradable in
dematerialized form.

19) INSURANCE

The assets of the Company are adequately insured against
fire and such other risks, as are considered necessary by
the Management.

20) HUMAN RESOURCE DEVELOPMENT

Many initiatives have been taken to support business
through organizational efficiency, development, resourcing,
performance & compensation management, competency-
based development, career & succession planning and
organization building. Leadership development is one of the
primary key initiatives of the Company. Primary personal
development program has been taken up as long term
strategy of the Company. A significant effort has also been
undertaken to develop leadership as well as administrative
/ functional capabilities in order to meet future talent
requirement.

The Company continues to maintain pleasant relations
without any interruption in work. As on 31st March 2025
the Company has 3,086 employees on its rolls as against
2,112 employees in the previous year.

21) PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

In terms of the provision of Section 197(12) of Act read
with rules 5(2) and 5(3) of the Companies ( Appointment
and Remuneration of Managerial personnel) Rules, 2014 a
statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set
out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details
as required under section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules,2014 are provided in the
Annexure -1.

Having regard to the provision of the first proviso to
Section 136(1) of the Act and as advised, the Annual Report,
excluding the aforesaid information is being sent to the
members of the Company. The said information is available
for inspection at the corporate office of the Company during
working hours and any member interested in obtaining
such information may write to the Company Secretary
and the same will be furnished on request. The full Annual
Report including the aforesaid information is being sent
electronically to all those members who have registered
their main addresses and is available on the Company's
website.

22) STATEMENT CONCERNING DEVELOPMENT

AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY

Pursuant to section 134 (3) (n) of the Companies Act, 2013
& under regulation 21 of the SEBI (Listing obligations and
disclosure requirements) Regulations, 2015, the company
has adopted risk management policies to monitor the
business.

Business Risk Evaluation and Management (BRM) is an on¬
going process within the Organization. The Company has
a robust risk management framework to identify, monitor
and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management

Committee broadly reviews:

1. Overseeing of risk management performed by the
executive management;

2. The BRM policy and framework formulated in line with
local legal requirements and SEBI guidelines;

3. Risks and evaluate treatment including initiating
mitigation actions and ownership as per a pre-defined
cycle;

4. Defining framework for identification, assessment,
monitoring, and mitigation and reporting of risks.

5. Within its overall scope as aforesaid, the Company shall
review risks trends, exposure, and potential impact
analysis and mitigation plan. .

23) CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

INFORMATION IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 134 (3)(M) OF THE COMPANIES ACT, 2013 READ
WITH RULE 8(3) OF THE COMPANIES RULES, 2014.

a) Conservation of Energy

The disclosure of particulars with respect to conservation
of energy pursuant to Section 134 (3) (m) of the Companies
Act, 2013 read with rule 8(3) of the companies (accounts)
rules, 2014 are not applicable as our business is not
specified in the Schedule . However, the company makes
its best efforts to conserve energy in a more efficient and
effective manner.

b) Technology Absorption, Adaptation and Innovation

The company has not carried out any specific research
and development activities. The company uses indigenous
technology for its operations. Accordingly, the information
related to technology absorption, adaptation and innovation
is reported to be NIL.

c) Foreign Exchange Earning and Outgo

Foreign Exchange Earning (X in lakhs)

Foreign Exchange Outgo (X in lakhs)

24) ESTABLISHED PROCESS OF MITIGATING RISKS
IN TMJL

The Risk management process at TMJL revolves around
identification of all risks of internal and external and
undertaking risk mitigation measures so that monitoring
their impact would be process driven with a view to take
corrective course of actions.

Industry Risk

Jewellery industry dominated by gold metal in India and
is going through a shrinking phase in the discretionary
context of customers priorities for purchases together
with wide gold price movements. Business is shifting from
unorganized sector to corporates with deep pockets of
resources to sustain the cyclical risk impact.

Your company enlarged its wings in semi and rural areas
where the existing business is shifting to organized players
like us. The shrinking size risk is mitigated by adding value
added products in the portfolio and also by selling other
popular brands under our umbrella.

Regulatory Risk

The Government has implemented more stringent
regulatory measures in all aspects of the trade starting
from compliances under various Acts including Income
tax and customer friendly Hallmarking, etc., in a speedier
manner.

Your company has already adapted to the changes in the
trade requirements and in fact would be a beneficiary
under GST regulations.

Commodity Risk

Gold being a commodity, price is influenced by various
factors including demand and supply. Even though

we buy gold whenever we sell on the same day, in order not
to carry the risk of price fluctuations, the underlying stock
on a given date certainly affected by the price movement.
The impact of it either positive or negative often shadowed
the real operating capabilities of the company. Your
company has an inbuilt hedging mechanism to mitigate the
extreme fluctuations in gold price movement. Currently we
maintain 96:4 ratio between hedged and un-hedged closing
stock inventory in any given date. This strategy helped us to
maintain our performance, besides ensuring liquidity in the
system.

Every aspect, of the risks components mentioned in the
earlier paras, were carefully evaluated by the respective
teams and reported to Board at intervals to reset the
strategies and policies that may tend to be appropriate and
re-assuring in the changed realities.

Cost Risk

The brand building and establishment cost increased in
recent years due to growth aspirations. New business can
be identified by enhancing the visibility of the Brand. It
involves a huge cost on a recurring basis even though the
positive impact could be seen in later years.

Your Company by taking into advantages of low cost retailer
tag has already spent larger sums for advertisement and
publicity. This will go a long way in expanding the retail
outlets in larger parts of Tamilnadu and the cost currently
incurred would be amortized among larger number of retail
outlets in the days to come.

Growth Risk

The industry suffers from the introduction of sovereign
gold bond and also by the penetration of "E-commerce"
activity in the trade. New territorial expansion often results
in burning cash in the form of excessive fixed cost in the
earlier years anticipating a sustainable business later that
is not guaranteed.

Your Company though strategically decided to grow but
restricted its inroads into current territorial places in a
deeper and concentrated manner so that fixed cost impact
will not be felt by the company as an adverse factor. We
opt for Asset less model and therefore the risk of growth in
unknown places is mitigated to that extent.

Financial risk

Stretched financials could hamper business sustainability.
The Company's gearing as at 31st March 2025 stood at

0.77 times which is among one of the best in the target
corporates of the industry.

The company is consistently reducing its high-cost debts
and leverage only when it is self-liquidating in nature. All the
financial indicators are improving including risk weighted
Return on Equity.

However, all our retails outlets expansion plan is going
forward smoothly. Our learning out of first wave has helped
us to rearrange resources and improve our operating
efficiencies.

25) INTERNAL FINANCIAL CONTROL SYSTEMS

The Board of Directors is responsible for ensuring that
internal financial controls have been laid down in the
Company and that such controls are adequate and is
functioning effectively. TMJL has policies, procedures,
control frameworks and management systems in place
that map into the definition of Internal Financial Controls
as detailed in the Companies Act, 2013. These have been
established at the entity and process levels and are designed
to ensure compliance to internal control requirements,
regulatory compliance, and appropriate recording of
financial and operational information.

Internal Financial Controls that encompass the policies,
processes, and monitoring systems for assessing and
mitigating operational, financial and compliance risks and
controls over related party transactions, substantially exist.
The management reviews and certifies the effectiveness
of the internal control mechanism over financial reporting,
adherence to the code of conduct and Company's policies
for which they are responsible and also the compliance to
established procedures relating to financial or commercial
transactions, where they have a personal interest or
potential conflict of interest, if any.

The Audit Division continuously monitors the efficacy of
Internal Financial Controls with the objective of providing
to the Audit Committee and the Board of Directors, an
independent, objective and reasonable assurance on
the adequacy and effectiveness of the organisation's risk
management, control and governance processes. The audit

During the year, the Audit Committee met regularly to review
reports submitted by the Audit Division. All significant audit
observations and follow-up actions thereon were reported
to the Audit Committee.

The Audit Committee also met the Company's Statutory
Auditors to ascertain their views on financial statements,
including the financial reporting system, compliance
to accounting policies and procedures, the adequacy
and effectiveness of the internal controls and systems
followed by the Company. The Management acted upon the
observations and suggestions of the Audit Committee. .

26) Details Of Policy Developed And Implemented
By The Company On Its Corporate Social
Responsibility Initiatives (CSR)

During the financial year ended 31st March, 2025, the
Company incurred CSR Expenditure of ^217 Lakhs (Rupees
Two hundred Seventeen lakhs Only). The CSR initiatives
of the Company were under the thrust area of health &
hygiene, food assistance, education, water management ,
animal walfare and vocational training. The CSR Policy of
the Company is available on the website of the Company.

The Company's CSR Policy statement and annual report
on the CSR activities undertaken during the financial year
ended 31st March, 2025, in accordance with Section 135
of the Act and Companies (Corporate Social Responsibility
Policy) Rules, 2014 is set out in Annexure 2 to this report.

CORPORATE GOVERNANCE REPORT AND BUSINESS
RESPONSIBILITY REPORT

In compliance with Regulation 34 of the Listing Regulations,
a separate report on Corporate Governance along with
a certificate from the Auditors on its compliance and a
Business Responsibility Report as per Regulation 34 of SEBI
(LODR), 2015 detailing the various initiatives taken by the
Company on the environmental, social and Governance
front forms part of this Annual Report.

27) PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 1 86
OF THE COMPANIES ACT, 2013

There were no loans & guarantees given or investments
made by the Company under Section 186 of the Companies
Act, 2013 during the year under review.

Particulars of contracts or arrangements with related
parties referred to in Section 188(1)

All related party transactions that were entered into during
the financial year were on an arm's length basis and were
in the ordinary course of business. There are no materially

significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel,
or other designated persons which may have a potential
conflict with the interest of the Company at large. All Related
Party Transactions are placed before the Audit Committee
as also in the Board for approval. Prior omnibus approval
of the Audit Committee is obtained on a quarterly basis
for the transactions which are foreseen and repetitive in
nature. The transactions entered pursuant to the omnibus
approval so granted are audited and a statement giving
details of all related party transactions is placed before
the Audit Committee and the Board of Directors for their
approval on a quarterly basis.

The Annual Report on related party is annexed herewith as
"Annexure 3".

28) COMPANY'S POLICY RELATING TO DIRECTORS
APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of
Directors, payment of Managerial remuneration, Directors'
qualifications, positive attributes, independence of
Directors and other related matters as provided under
Section 178(3) of the Companies Act, 2013 is furnished in
Annexure -4 and is attached to this report.

29) ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2025
in Form MGT - 7 in accordance with Section 92(3) of the
Companies Act read with the Companies (Management and
Administration) Rules, 2014, is available on the Company's
website- www.thangamayil.com.

30) NUMBER OF BOARD MEETINGS CONDUCTED
DURING THE YEAR UNDER REVIEW

During the year, Eight Board Meetings and four Audit
Committee Meetings were convened and held. The details
of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.

31) SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture
or Associate Company.

32) DEPOSITS

The details of deposits remain unpaid during the year under
review are furnished hereunder:

33) DIRECTORS

Smt. Yamuna Vasini Deva Dasi Non - executive and Non -
Independent Director of the Company retires by rotation
and being eligible seeks reappointment. Your Board
recommends her re-appointment

34) DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their
disclosures to the Board that they fulfil all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013
so as to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act, 2013
and the relevant rules.

The Details of familiarisation programme arranged for
independent directors have been disclosed on website of
the company and are available at www.thangamayil.com.

35) CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct
which is applicable to the Members of the Board and all
employees in the course of day to day business operations
of the company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings /
behaviours of any form and the Board has laid down the
directives to counter such acts. The code laid down by the
Board is known as "code of business conduct" which forms
an Appendix to the Code. The Code has been posted on
the Company's website www.thangamayil.com. The Code
lays down the standard procedure of business conduct
which is expected to be followed by the Directors and the
designated employees in their business dealings and in
particular on matters relating to integrity in the work place,
in business practices and in dealing with stakeholde' The
Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the
reporting structure.

All the Board Members and the Senior Management
personnel have confirmed compliance with the Code. All
Management Staff were given appropriate training in this
regard.

36) STATUTORY AUDITORS

M/s. B.Thiagarajan & Co, Chartered Accountants (ICAI
Registration No.: 004371S) ("M/s. BT & Co ") were appointed
as Statutory Auditors of the Company, at the 22nd AGM
held on 4th August 2022 to hold office till the conclusion of
the 27th AGM. M/s. BT & Co has confirmed that they are not
disqualified from continuing as Auditors of the Company.

The Report given by M/s. B.Thiagarajan & Co Chartered
Accountants on the financial statement of the Company
for the financial year 2024-2025 is part of the Annual
Report. The Notes on financial statement referred to in
the Auditor's Report are self-explanatory and do not call
for any further comments. The Auditor's Report does not
contain any qualification, reservation, adverse remark or
disclaimer. During the year under review, the Auditors had
not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act.

37) SECRETARIAL AUDIT

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 appointed Mr.S .Muthuraju, a Company
Secretary in Practice to undertake the Secretarial Audit
of the Company. The Report of the Secretarial Auditor is
annexed herewith as "Annexure 5".

However, as per the amendment of SEBI(LODR),2015
dated 12th December,2024 it has become mandatory
from the current financial year to appoint the Secretarial
Auditor as recommended by the Board of Directors to be
duly approved by the Shareholders with a term of 5 years.
Hence, the appointment of secretarial auditor has been
taken up by the Company and suitable resolution has been
placed before the shareholders for their approval in the
notice attached with Annual Report 2024-25.

38) COMMENTS ON AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks
or disclaimers made by M/s. B. Thiagarajan & Co, Statutory
Auditors, in their report and by Mr. S. Muthuraju , Company
Secretary in Practice, in his Secretarial Audit report.

The Statutory Auditors have not reported any incident of
fraud to the Audit Committee of the Company in the year
under review.

39) INTERNAL AUDIT AND CONTROL SYSTEMS

The company has an effective in-house internal audit
system. The persons are well trained to cover various
areas of verification inspection and system evaluation.
All the mandatory compliances required to be followed

under various statues are exhaustively covered in their
scope. We have effective and adequate internal audit
and control systems, commensurate with our business
size. Regular internal audit visits to the operations are
undertaken to ensure that high standards of internal
controls are maintained at each level. Independence of the
audit and compliance function is ensured by the auditors'
direct reporting to the Audit Committee. Details on the
composition and functions of the Audit Committee can
be found in the chapter on Corporate Governance of the
Annual Report.

40) 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.

41) ENHANCING STAKEHOLDERS VALUE

Your Company believes that its Members are among its
most important stakeholders Accordingly, your Company's
operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness,
consolidating and building for growth, enhancing the
productive asset and resource base and nurturing overall
corporate reputation. Your Company is also committed to
create value for its other stakeholders by ensuring that its
corporate actions positively impact the socio-economic and
environmental dimensions and contribute to sustainable
growth and development.

42) PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has a Policy on Prohibition, Prevention and
Redressal of Sexual Harassment of women at workplace
and matters connected therewith or incidental thereto
covering all the aspects as required under the "The
Sexual Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013. There were no such
complaints received under the policy during the year.

43) DISCLOSURE OF COMPOSITION OF AUDIT
COMMITTEE AND PROVIDING VIGIL
MECHANISM

Pursuant to the provisions of the Companies Act, 2013
and under regulation 25 of the SEBI (Listing obligations
and disclosure requirements) Regulations, 2015, the Board
has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working
of its Audit, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has
been explained in the Corporate Governance Report.

a. Mr.S.M. Chandrasekaran - Chairman

b. Mr.N.Jegatheesan - Member

c. Mrs. Rajakumari Jeevagan - Member

d. Mr.Ba.Ramesh - Member

The above composition of the Audit Committee consists
of independent Directors viz., Mr. S.M. Chandrasekaran,
Mrs.Rajakumari Jeevagan and Mr.N.Jegatheesan who form
the majority.

The Company has established a vigil mechanism and
overseas through the committee, the genuine concerns
expressed by the employees and other Directors The
Company has also provided adequate safeguards against
victimization of employees and Directors who express their
concerns. The Company has also provided direct access to
the chairman of the Audit Committee on reporting issues
concerning the interests of Company employees and the
Company.

44) ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance
of Directors Comprises the following key areas:

1. Attendance of Board Meeting and Board Committee
Meetings

2. Quality of Contribution to Board deliberations

3. Strategic perspectives or inputs regarding future
growth of Company and its performance

4. Providing perspectives and feedback going beyond
information provided by the management

5. Commitment to shareholders and other stakeholder
interests

The evaluation involves self-evaluation by the Board
Members and subsequently assessment by the Board of
Directors. A member of the Board will not participate in the
discussion of his/ her evaluation.

45) PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing
in the Company's shares and prohibits the purchase or sale
of Company shares by the Directors and the designated
employees while in possession of unpublished price
sensitive information in relation to the Company and
during the period when the Trading Window is closed. The
Board is responsible for implementation of the Code. All
Directors and the designated employees have confirmed

compliance with the Code. The same has been displayed at
the company's website at www.thangamayil.com.

46) SHARES

a. Buy Back of Securities

The Company has not bought back any of its securities
during the year under review.

b. Sweat equity

The Company has not issued any Sweat Equity Shares
during the year under review.

c. Bonus shares

The Company has not issued any Bonus Shares during the
year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme
to the employees.

47) FORWARD-LOOKING STATEMENTS

Statements in the Board's Report and the Management
Discussion & Analysis describing the Company's objectives,
expectations or forecasts may be forward-looking within
the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed
in the statement. Important factors that could influence
the Company's operations include domestic demand and
demand and supply conditions affecting selling prices , input
availability and prices, changes in government regulations,
tax laws, economic developments within the country and
other factors such as litigation and industrial relations.

48) ACKNOWLEDGEMENTS

The Board of Directors place on record sincere gratitude
and appreciation for all the employees at all levels for their
hard work, team spirit, cooperation and dedication during
the year.

Your Directors place on record their sincere thanks to
bankers, suppliers, business associates, consultants, and
various Government Authorities for their continued support
extended to your Company's activities during the year
under review. Your Directors also acknowledge gratefully
the shareholders for their support and confidence reposed
on the Company.

BY ORDER OF THE BOARD
For Thangamayil Jewellery Limited

BALARAMA GOVINDA DAS - Managing Director

Ba. RAMESH - Joint Managing Director

N.B. KUMAR - Joint Managing Director

Place: Madurai
Date : May 15, 2025