Director Report

To the Members of Thangamayil Jewellery Limited

The Directors are pleased to present the 23rd Annual Report and the Audited Statement of Accounts for the year ended 31st March 2023:

1) FINANCIAL RESULTS

This year started well with the inclusion of "Akshaya

Trithiyai" sales in the first quarter and sturdily sustained the momentum gained in the entire year. Apart from the better realisation on account of gold price increase, the Company could do a record volume sale in gold ornaments & diamond.

The retail turnover was its highest level and all products portfolio performed well. It is heartening to note that in spite of increase in Gold and Silver prices good demand was noticed across retail outlets. It might be on account of pent-up demand emergence post Covid years but more than that a certain upward band is emerging for gold as an Asset class after a long spell. The Company could manage to reach an all-time high with respect to turnover at ` 3,15,255 Lakhs as against `2,19,308 Lakhs as of last year at gross level even the retail sales to customers improved by 39%. The profit after Tax also increased by 107% from ` 3,855 lakhs to `7,974 lakhs.

The quantum jump in PAT is attributed to the following key factors that influenced the better performance in 2022-23.

• Better value addition on account of positive gold price movement.

• Retail volume - led growth by 27.75%

• Contribution to bottom line by new outlets.

• Significant improvement in SSS (Same store sales) in 2022-23

• Improved contribution from non-gold items with better value additions

• Better working capital management together with improved stock turnaround also contributed.

The cumulative impact on all the above items made the PAT operationally historic high of `7,974 lakhs. It is also pertinent to note that the company could sustain the gross profit margin at 9.43% on the significantly increased sales in a price sensitive environment.

Expansion of outlet

During the year, the Company started outlet at Trichy (larger format), Erode & Kumbakonam (April 14, 2023) . All the branches started in FY 22-23 are doing well.

The Company has taken proactive steps to get into Chennai.

All initial efforts are taken, it is likely that in the first quarter of 2024-25 our flagship Chennai Branch will be opened along with two or three medium sized in and around Chennai territory also would emerge.

The aggregate capital outlay mainly up to 95% on working capital requirements would be in the order of `22,500 Lakhs. The outlay will be funded partly by internal accruals as always and the balance could be sourced from commercial banks on a metal loan basis.

Performance of existing outlets

Almost all retail outlets are EBITDA positive. Post amortisation of head office expenses 4 out of 53 outlets are marginally incurring losses. However, in the overall context those outlets are smaller ones and by and large makes no difference to the corporate performance.

Future expansion

Apart from optimizing the operating leverage in all existing outlets, it is decided to slowly penetrate into other parts of state of Tamilnadu. We are continuously optimistic on the success of such larger deeper penetration in a price sensitive business scenario for the following reasons: a) S ame ethnic population and supported by more or similar products profile. b) L argely competitive pricing policy operating in a competitive market. c) T he positive impact in the polarization front. d) A ppropriate staff incentive system supported adequate stocking of moving inventories. e) T o get the enlarged benefits from the Brand and "Recall" factors. f) A bove all, better absorption of fixed cost by broader amortization of cost.

Almost all branches performed well with an aggregate SSS

(same store sales) sales in excess of 25.23% in FY 2022-23.

It augurs well for the company in the medium term as such sales were supported by improved volume offtake.

The overall gold ornaments stock turnaround ratio increased to 3.64 as against 3.13 in previous year.

The other than gold ornaments product portfolio registered a sales growth of 8.86% as against 8.77% in previous year inspite of larger turnover emerged out of gold price escalation witnessed in the year.

However, the other than gold ornaments products portfolio registered a sales growth of `83 Crores from `233 Crores to `316 Crores registering value growth of 35.83%.

You may observe that our top line growth increased on a five-year period as a compounded annual growth rate (CAGR) of 18.82%. It could have been better but for the disturbance caused by Covid pandemic. Even after giving allowance for gold price rise, the growth performance is noteworthy. It is heartening to note that small outlets TMJL-plus are performing well. Five of such outlets out of 13 outlets are in the process of up-gradation into a full-fledged retail outlets wherein normal gold ornaments sales would happen henceforth that would add to the top line marginally.

2) DIVIDEND

The Board of Directors at their meeting held on 22nd May , 2023, has recommended payment of `6 (Rupees six only) (60%) per equity share of the face value of `10 (Rupee ten only) each as final dividend for the financial year ended March, 2023. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

During the year under review, the Board of Directors of the Company at their meeting held on 23rd January, 2023, declared an Interim dividend of `6 (Rupees six only) (60%) per equity share of the face value of `10 (Rupee ten only) each. The interim dividend was paid to the shareholders on 27th January 2023.

The total dividend for the financial year 2022-23, including the proposed final dividend, amounts to `12 (Rupees Twelve only) 120% per equity share of the face value of `10 (Rupee by ten only) each (total dividend payout for the FY 2022-23 amounting to `1,646 lakhs (Rupees one thousand six hundred forty six lakhs only) as against the dividend of` 10 (Rupees Ten only) 100% per equity share of the face value of `10 (Rupee ten only) each paid for the previous financial of year 2021-22. Refer Annexure 1 for Dividend Distribution Policy.

3) SHARE CAPITAL

The company is currently having authorised capital of `2,000 Lakhs. It is proposed to increase it to `3,500 Lakhs in order to facilitate increase in paid up capital for future business growth and also to accommodate the proposed bonus share at 1:1 basis that could double the paid-up capital to `2,744 Lakhs on approval by the shareholders in the Annual General Meeting.

4) ISSUE OF BONUS SHARES

The Board of Directors deem it fit to reward the shareholders with a bonus issue in the ratio of one bonus share for every one share held by the shareholders of the Company.

The Company is confident of bettering its performance consistently over a period. The company went for a public issue in January 2010. Since then, this is the first bonus issue recommended by the board for approval by the AGM. A sum of `1,372 Lakhs from Securities Premium will be transferred to Paid-up capital for this purpose. Necessary resolutions are proposed in the notice to AGM (Annual General Meeting) to be held on 05 July 2023. The shareholders whose name appear in the share register on the record date to be fixed for issue of bonus shares would be eligible for such bonus shares post approval of the same by the shareholders in the Annual General Meeting proposed to be held on 05 July 2023.

5) 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.

In aggregate, it is 76% (previous year 72%) as against the internal target fixed at 75:25. Based on our experience and the current extra ordinary gold price movement in UNI directions (upward) we are of the opinion that the ratio of 75:25 is appropriate in the overall operational interest of the company.

6) FINANCE

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

The secured working capital outstanding borrowing of the company as at 31st March 2023 stood at `37,331 lakhs as against `25,376 lakhs of the previous year. The aggregate working capital facilities from member's bankers are at `41,100 lakhs.

The eligible fixed deposits limit from public & shareholders is `11,349 lakhs. However, the company took only `6,328 lakhs as at 31st March 2023. Besides, the promoter's fixed unsecured loan of `3,759 lakhs at 6% interest continued to be in the company to support its long-term fund requirements. In all, the liquidity position is quite good and comfortable. Interest outgoes have increased marginally compared to previous year. This marginal increase is on account of increase in bank limit usage. However the per gram interest payment on sales works out to `66.39 as against `67.50 of previous year. Moreover, the average cost of funds in aggregate for borrowing has dropped from

5.63% to 5.30% in spite of steep increase in interest rate in the country by atleast 150bps.

7) CONTINUING CHALLENGES

a) E ver increasing gold price that may affect growth. b) H igh level of competitive intensity in a price sensitive product c) P ost tax increase may not be sufficient to incremental working capital requirements. d) O ther items having a leverageable potential will the flow of savings to jewellery trade. e) Co mpulsions to spend on promotional including Advertising & publicity is a cause of concern in protecting the margin of safety in the business model.

8) FUTURE PROSPECTS

• Gross profit margin will be maintained at the current level on elevated top line.

• Better amortization of head office expenses on larger retail outlets.

• Incremental "capex spending" on infra creation will be minimised.

• Continue to grow with "asset less model" on a calibrated scale.

• To constantly increase risk weighted ROE (Return on equity)

• The adverse impact on gold price behaviour to a larger extent is averted due to hedging policy.

• Optimum utilization of brand equity

• Liquidity is ensured as we invested only on Gold & Silver.

• Except for unforeseen circumstances, the management is confident of performing on the areas prioritized.

9) DEFERRED TAX ASSETS

The company as per Ind AS requirements has created deferred tax assets `238 lakhs as against deferred tax assets of `111 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.

10) CONTRIBUTION TO EXCHEQUER

The Company is a regular payer of taxes and other duties to the Government. The Company has paid GST of `9,495 lakhs as compared to `6,628 lakhs paid in the previous year and the Income tax amounts to `2,692 lakhs was paid as against `1,746 lakhs for financial year 2021-22.

11) CAPITAL EXPENDITURE

During the year, we capitalized `3,703 Lakhs to our gross block comprising `3,504 lakhs for Plant & Machinery, Building , Furniture & Fittings and other assets and balance of `199 lakhs for Computer Equipment's including Software.

The capital work in progress amount outstanding as on 31st March 2023 is `160 lakhs (previous year `684 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 `1,147 lakhs to our gross block comprising `920 lakhs for Plant & Machinery and Furniture & Fittings and others and the balance of `227 lakhs for Computer Equipment's including Software.

12) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) 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).

13) 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) I n the preparation of the annual accounts, the accounting standards had been followed and there is no material departure.

b) T he directors have selected such accounting 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) T he directors have taken proper and 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) T he directors have prepared the annual accounts ‘going concern' basis;

e) T he directors have laid down internal financial 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) T he directors have devised proper systems to compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14) MANUFACTURING FACILITIES

Utilisation of own manufacturing facilities including on job work basis is around 71% as against 92% 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.

15) DEPOSITORY SYSTEM

The trading in the Equity Shares of your Company is under compulsory dematerialization mode. As on March 31, 2023, 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.

16) 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 of the Listing Agreement(s) 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 of the listing agreement pertaining to CEO certification for the financial year ended 31st March 2023.

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 2023-24 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 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 2023 the Company has 1,799 employees on its rolls as against 1,688 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 -2.

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 ongoing 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. O verseeing of risk management performed by the executive management;

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

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

4. D efining framework for identification, monitoring, and mitigation and reporting of risks.

5. W ithin 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 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

(` in lakhs)

Foreign Exchange Outgo

(` 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 stringent regulatory measures in all aspects of the trade starting from compliances under various acts and customer friendly Hallmarking, etc., in a speedier manner.

Your company has already adapted to the changes in the and 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 76:24 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 31/03/23 stood at 2.01 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 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

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 plan is approved by the Audit Committee, which reviews compliance to the plan.

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, 2023, the Company incurred CSR Expenditure of `159 Lakhs (Rupees One Hundred Fifty Nine lakhs Only). The CSR initiatives of the Company were under the thrust area of health & hygiene, education, water management 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, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure 3 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 the Listing Regulations, 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 186 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 4".

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 -5 and is attached to this report.

29) ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the 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, seven 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 stakeholders. 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. 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 2022-2023 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 6".

38) COMMENTS ON AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by 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 statutes 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.

The Audit Committee consists of the following members

The above composition of the Audit Committee consists of independent Directors viz., Mr. S.Rethinavelu and Mr.V.R.Muthu 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. A ttendance of Board Meeting and Board Meetings

2. Q uality of Contribution to Board deliberations

3. S trategic perspectives or inputs regarding growth of Company and its performance

4. P roviding perspectives and feedback going information provided by the management

5. C ommitment to shareholders and other 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 No Bonus Shares were issued 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

Place: Madurai

Date : May 22, 2023

Annexure 1 to Director's Report - Dividend Distribution Policy

Objective

The objective of this Policy document is to articulate

Thangamayil Jewellery Limited's Dividend Distribution

Policy. This Policy applies to all types of Dividend declared or recommended by the Board of Directors of the Company and seeks to conform to the requirements of Section 123 of the Companies Act, 2013, the notified rules thereof and other such provisions.

1. Philosophy

At Thangamayil Jewellery Limited we respect, and are committed to, our role towards shareholders and meeting our obligations to the communities in which we do business. We believe that sustainable growth can be achieved by creating wealth and jobs, developing useful skills, and investing time and money in people. Thangamayil Jewellery Limited aims to share its prosperity with the shareholders by way of declaring dividend subject to liquidity and growth requirement.

2. The Regulatory Framework

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 Listed Companies in India as per Market Capitalisation as in the preceding Financial Year shall formulate a dividend distribution policy. Thangamayil Jewellery Limited falls within the list of Top 1000 Listed Companies.

3. Definitions

Unless repugnant to the context:

3.1. "Act" shall mean the Companies Act, 2013 including the Rules made thereunder.

3.2. "Company or Thangamayil Jewellery" shall mean Thangamayil Jewellery Limited 3.3. "Chairman" shall mean the Chairman of the Board of Directors of the Company.

3.4. "Board" or "Board of Directors" shall mean Board of Directors of the Company.

3.5. "Dividend" shall mean Dividend as defined under Companies Act, 2013 or SEBI Regulations.

3.6. "SEBI Regulations" shall mean the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 together with the circulars issued there under, including any statutory modifications or re-enactments thereof for the time being in force.

4. Policy

4.1. Frequency of payment of dividend:

4.1.1. Thangamayil Jewellery Limited believes in rewarding its shareholders as and when the funds are available for distribution as dividend and generally strive to recommend Final Dividend to the Members at the Annual General Meeting of the Company.

4.2. Internal and external factors that would be considered for declaration of dividend: 4.2.1. Thangamayil Jewellery Limited considers several Internal and External Factors before deciding declaration or recommendation of dividend.

4.2.2. The Internal Factors are adequacy of profits for last three years and likely profits for next year, allocation of funds towards capital expenditure and working capital requirements.

4.2.3. The External Factors that would impact dividend pay out are alternative investment opportunities, interest rate on surplus funds, taxation on distribution of dividend and dividend pay out ratios of comparable companies.

4.3. The financial parameters that will be considered while declaring dividends: 4.3.1. In order to maximise corporate value over the long term, internal capital resources will be secured for measures that will increase corporate value. These measures include investments in R&D and Capital Investments, which are vital to future business expansion.

4.3.2. After taking into consideration the required investments for future growth and the level of free cash flow, surplus will be distributed to the shareholders to the maximum extent possible.

4.4. The circumstances under which the shareholders can or cannot expect dividend:

In an event where Company has undertaken a significant project requiring higher allocation of capital or in event where the company's profits are inadequate or company makes losses, the Company would like to use the Company's reserves judiciously and not declare dividend or declare dividend lower than its normal rate of dividend.

4.5. Policy as to how the retained earnings will be utilized: 4.5.1. The Company would like to retain the balances in Reserves and Surplus to give the required strength to the balance sheet for exploring leverage options for supporting growth.

4.5.2. The Company would be very cautious in declaring dividend out of past profits and reserves.

4.6. Transfer of Profits to Reserves:

The Company will not transfer any amount to reserves unless there is statutory requirement.

4.7. Provisions regarding class of shares:

Currently, the Company has issued only Equity Shares and this Policy shall be applicable to Equity Shares. As and when the Company issues other kind of shares, the Board shall amend this Policy along with Rationale at the time or before issue of other class of shares.

5. Procedure

5.1. The Board of Directors of the Company will analyze all the parameters and recommend appropriate dividend. 5.2. The Company Secretary & Compliance Officer of Company shall ensure compliance of Insider Trading Rules of the Company and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5.3. The Board of Directors shall approve the declaration or recommendation of Dividend after ensuring compliance of Act, SEBI Regulations and this Policy. 5.4. The Company shall ensure compliance of provisions of Act, SEBI Regulations and this Policy in relation to dividend.

6. Distribution of Dividend

6.1. Periodicity:

On Completion of Financial Year The Board of Directors of the Company may recommend a Dividend for respective financial year and may be declared in the Annual General Meeting. On some occasion board may declare interim dividend also based on the performance of the company from time to time and the same to be ratified in subsequently in the AGM to be held on 05th July 2023.

6.2. Dividend Entitlement

The members, whose names appear in the register of members as on the record date / Book Closure, shall be entitled for the dividend.

6.3. Mode of Payment

The payment of the dividend would be in cash:

i. T hrough electronic clearing services regional or national), direct credit, real time gross settlement, national electronic funds transfer etc. for making payment of dividend. OR ii. T hrough issuance of ‘payable-at-par' cheques, in case where bank details are not available or the electronic payment instructions have failed or have been rejected by the bank, 6.4. Transfer to IEPF

The dividend remained unpaid and unclaimed for a period of 7 years (as per the provisions of Sections 124(5) of the Companies Act, 2013) shall be transferred to Investors Education and Protection Fund set up by the Government in that regard.

7. General

7.1. This Policy would be subject to revision/ amendment in accordance with the guidelines as may be issued by Ministry of Corporate Affairs and/or Securities Exchange Board of India from time to time, on the subject matter.

7.2. The Company reserves its right to alter, modify, add, delete or amend any of the provisions of this Policy. 7.3. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this

Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

ANNEXURE 2 - TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2023

INFORMATION PURSUANT TO SECTION 197(12) READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. T he ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

2. T he percentage increase in the remuneration of each Director, Chief Financial Officer, Chef Executive Officer, Secretary or Manager in the financial year.

3. T he percentage increase in the median of remuneration of employees in the financial year. 8%

4. T he number of permanent employees on the rolls of Company – 1,799.

5. T he explanation on the relationship between average increase in remuneration and Company Performance. During the year company achieved total comprehensive profit of `7,961 lakhs as against total comprehensive profit of `3,870 lakhs in the previous year.

6. Co mparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

7. V ariations in the market capitalization of the company, price earnings ratio as at the closing date of the current year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer.

Percentage increase over the last public offer price is not relevant and appropriate as there has never been any public offer by the Company in the last ten years.

8. A verage percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

• Average increase in the remuneration of all employees excluding KMPs: 7%

• Average increase in the remuneration of KMPs : 23%

• Justification: KMP salary increases are decided based on the Company's performance, Individual performance, inflation, prevailing industry trends and benchmarks.

9. Co mparison of the remuneration of each Key Managerial Personnel against the performance of the Company Each KMP is granted salary based on his qualification, experience, nature of job, industry benchmark, earlier salary and many other factors, comparison of one against the other is not feasible. Performance of the Company has been quite satisfactory this year.

10. T he Key parameters for any variable components of remuneration availed by the directors - Nil

11. T he ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year Nil.

12. W e affirm that the remuneration is as per the remuneration policy of the Company Yes

ANNEXURE TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2023

1. Statement u/s.197 (12) of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) rules, 2014 and forming part of the Directors report for the year ended 31st March, 2023.

a. Employed throughout the year and were in receipt of remuneration at the rate of not less than `60, 00,000/- per annum.

b. E mployed for part of the year and were in receipt of remuneration at the rate of not less than `5.00 lakhs - per month : None Notes:

1 . Remuneration shown above includes Salary, House Rent Allowance, Companies contribution to provident LTA and other perquisites.

2 . Nature of Employment is contractual.

3 . The above Directors are related to each other as brothers.

On behalf of the Board of Directors Balarama Govinda Das Managing Director

ANNEXURE 4 TO DIRECTORS' REPORT

FORM NO. AOC - 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts / arrangements entered into by the Company with the related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms-length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm's length basis:

2. D etails of material contracts or arrangements or transactions at arm's length basis:

ANNEXURE 5 TO DIRECTORS' REPORT - I

Policy for Selection of Directors and determining Directors' independence.

1. Introduction

1.1. Thangamayil Jewellery Ltd (TMJL) believes that an enlightened Board consciously creates a culture of leadership to provide a long – term vision and policy approach to improve the quality of governance. Towards this, TMJL ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2. TMJL recognizes the importance of Independent Directors in achieving the effectiveness of the board TMJL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion:

This policy sets out the guiding principles for the Nomination and Remuneration committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.

3. Terms and References:

In this policy, the following terms shall have the following meanings: 3.1. "Director" means a director appointed to the Board of the Company.

3.2. "Nominations and Remuneration Committee"means the committee constituted by TMJL's Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.3. "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. Policy:

4.1. Qualification and criteria

4.1.1. The Nomination and Remuneration (NR) Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company's operations.

4.1.2. In evaluation the suitability of individual Board members, the NR committee may take into account factors, such as:

• General understanding of the Company's business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time energy in carrying out their duties and responsibilities effectively.

4.1.3. The proposed appointee shall also fulfil the following requirements:

• Shall possess a Director Identification Number;

• Shall not be disqualified under the Companies Act, 2013;

• Shall give his written consent to act as a Director;

• Shall Endeavour to attend all Board meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

• Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

• Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or others association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

4.1.4. The NR committee shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.

4.2. Criteria of Independence

4.2.1. The NR committee shall assess the independence of Directors at the time of appointment / reappointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2. The criteria of independence, as laid down in Companies Act, 2013 and Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is as below;

An independent director in relation to a company, means a director other than a managing director or a whole time director or a nominee director –

a) W ho, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b) i w ) ho is or was not a promoter of company or its holding, subsidiary or associate company;

ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

c) w ho has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d) n one of whose relatives has or had relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current year;

e) w ho, neither himself nor any of his relatives

i) h olds or has held the position of managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he proposed to be appointed;

ii) i s or has been an employee or proprietor a partner, in any of the three financial immediately preceding the financial year which he is proposed to be appointed, of –

A) a firm of auditors or secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

B) any legal or a consulting firm has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

iii) h olds together with his relatives two cent or more of the total voting power of the company; or

iv) is a Chief Executive or Director, by name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

v) is a material supplier, service or customer or a lessor or lessee of the company.

f) S hall possess appropriate skills, experience knowledge in one or more fields of finance, management, sales, marketing, administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the Company's business.

g) S hall possess such other qualifications may be prescribed from time to time, under the Companies Act, 2013.

h) W ho is not less than 21 years of age.

4.2.3. The Independent Directors shall abide by the

"Code for Independent Directors" as specified in

Schedule IV to the Companies Act, 2013. key 4.3. Other directorships / committee memberships 4.3.1. The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance.

Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does or not interfere with their role as directors of the Company. The NR Committees shall take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating company the suitability of the individual Director and making its recommendations to the Board.

4.3.2. A Director shall not serve as Director in more than 20 Companies of which not more than 10 that shall be Public Limited Companies.

4.3.3. A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed per Company.

4.3.4. A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships.

For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

ANNEXURE 5 TO DIRECTORS' REPORT - II

Remuneration Policy for Directors, Key Managerial Personnel and other employees

1. Introduction

1.1. Thangamayil Jewellery Limited (TMJL) recognizes the importance of aligning the business objectives with specific and measurable individual objectives and targets. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives: 1.1.1. Ensuring that the level and composition of remuneration is reasonable and sufficient attract, retain and motivate, to run the company successfully.

1.1.2. Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

1.1.3. Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

2.1. This Policy sets out the guiding principles for the Human Resources, Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.

3. Terms and Reference:

In this Policy, the following terms shall have the following meanings: 3.1. "Director" means a director appointed to the Board of the Company.

3.2. "Key Managerial Personnel" means

i. T he Chief Executive Officer or the director or the manager;

ii. T he company secretary;

iii. T he whole-time director;

iv. T he Chief Financial Officer; and

v. Such other officer as may be prescribed the Companies Act, 2013

3.3. "Nomination and Remuneration Committee: means the committee constituted by TMJL's Board in accordance with the provisions of Section 178 of the Companies

Act, 2013 and Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

4. Policy:

4.1. Remuneration to Executive Directors and Key

Managerial Personnel

4.1.1. The Board, on the recommendations of the Nomination and Remuneration (NR) Committee, shall review and approve the remuneration payable to the Executive Directors of the

Company within the overall limits approved by the shareholders.

4.1.2. The Board, on the recommendations of the NR Committees, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.1.3. The remuneration structure to the Executive

Directors and Key Managerial Personnel shall include the following components:

i. B asic Pay

ii. P erquisites and Allowances

iii. S tock Options

iv. Co mmission (Applicable in case Executive Directors)

v. A nnual Performance Bonus

4.1.4. The Annual Plan and objectives for Executive Directors and Senior Executives (Executives Committee) shall be reviewed by the NR Committee and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Plan and objectives.

4.2. Remuneration to Non-Executive Directors

4.2.1. The Board, on the recommendations of the NR Committee, shall review and approve the remuneration payable to the Non-Executive

Directors of the Company within the overall limits approved by the shareholders.

4.2.2. Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. The Non- under Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

5. Remuneration to other employees

Employees shall be assigned grades according to their qualifications and work experience, competencies as well as roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skills, seniority, experience and prevailing remuneration levels for equivalent jobs.