To the Members of Thambbi Modern Spinning Mills Limited,

Your Directors have pleasure in presenting the Forty Fifth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your Company for the financial year ended 31^st March 2023.

1. FINANCIAL RESULTS:

2. PERFORMANCE AND FUTURE OUTLOOK:

During the year under review, our company's revenue is Rs. 290.94 lakhs compared to the previous year revenue of Rs. 221.07 lakhs.

It is imperative that the affairs of the Company are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company expects to generate more revenues in the coming years and will strive to acquire more clients apart from retaining the existing clients.

3. DIVIDEND:

Your Directors do not recommend any dividend for the current financial year due to conserve the resources of the company and the company's net worth was negative.

4. CHANGES IN SHARE CAPITAL:

During the year under review, there were changes in the Share Capital of the Company. The Authorised share capital of the company is Rs. 14 Crores and paid up capital is Rs.11,52,55,400/- Rights Issue of Shares taken place during the year in the ratio of 1:1 to the existing shareholders.

5. MATERIAL CHANGES AND COMMITMENTS, IF ANY,BETWEEN THE DATE OF THE BOARD'S REPORT AND AT THE END OF FINANCIAL YEAR:

There have been no material Risk changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

During the year under review, there were no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

7. CHANGE IN NATURE OF BUSINESS, IF ANY:

There are no changes in the business of the Company.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Schedule V of Listing Regulations "Management Discussion and Analysis" is given separately and forms part of this Report.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

There were no Companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the financial year ended 31^st March 2023.

10. DEPOSITS:

The Company has not invited/accepted any deposits from the public during the period ended 31^st March 2023.

11. RELATED PARTY TRANSACTIONS:

All the transactions with related parties are in the ordinary course of business and at arm's length basis. The transactions with related parties are disclosed in Note No.22 to the Standalone Financial Statements in the Annual Report. The disclosure of contracts or arrangements with related parties for material transactions is furnished in Form AOC-2 as Annexure-II as part of this report.

During the Financial year ended 31^stMarch 2023, there were no materially significant transactions with Related Parties entered by the Company in the ordinary course of its Business at arm's length basis.

12. RISK MANAGEMENT:

Given the asset base of the Company, the Board is of the opinion that there are no major risks affecting the existence of the Company.

The Company has a risk management framework for the identification and management of risks and periodic assessments are made to identify the risk areas.

13. INTERNAL AUDIT

The Board is of the opinion that there is an internal audit function is commensurate with the size and operations of the Company.

14. VIGIL MECHANISM:

In accordance with section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behavior or any suspected fraud. The policy is available at the website of the company www.thambbimodern.com.

15. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each of the Independent Director that they meet the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of Listing Regulations.

A separate meeting of the Independent Directors was held on December 12, 2022 to review the performances of

• Non-independent Directors and Executive Directors;

• To assess the quality, quantity and timeliness of flow of Information

16. DISCLOSURE REGARDING THE MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:

The Company is not required to maintain any Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in the company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the period ended 31^st March, 2023, no complaints were received pertaining to sexual harassment.

18. TRANSFER TO RESERVES:

No Profit transferred to General Reserve Account during the financial year ended 31^st March 2023.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

In terms of Section 134 (3) (m) of the Companies Act 2013 read with Rule8, of the Companies (Accounts) Rules, 2014, your Directors furnish here under the additional information as required:

(a) ENERGY CONSERVATION:

In view of the nature of operations of the Company, the requirements with regard to conservation of energy are not applicable to the industry.

(b) TECHNOLOGY ABSORPTION:

a. Research and Development: NIL

b. Technology absorption, adaptation and Innovation: NIL

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings in Foreign Exchange- NIL Outgoing Foreign Exchange- NIL

20. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had 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 loss of the company for that period;

(c) The Directors had 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 had prepared the annual accounts on a going concern basis;

(e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. CORPORATE SOCIAL RESPONSIBILITY:

The provisions for corporate social responsibility ("CSR") under Section 135(1) of the Companies Act, 2013, are not applicable to the Company for the current financial year.

22. MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended 31^st March, 2023, the Company held 9 (Nine) meetings of the Board of Directors as per Section 173 of Companies Act, 2013. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The Board meetings were held on 04-04-2022, 04-05-2022, 24-05-2022, 05-08-2022, 10-092022, 03-11-2022, 09-12-2022, 18-01-2023 and 10-02-2023.

23. ANNUAL RETURN:

In accordance with Section 134(3) (a) of the Companies Act, 2013 read with Section 92(3) of the Companies Act, 2013, annual return is available on the website of the Company, https://www.thambbimodern.com.

24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the financial year ended 31^st March, 2023, the Company did not grant any loan or provide any guarantee or made any investment as per the provisions of Section186 of the Companies Act, 2013.

25. DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL:

As on the date of this report, the Board of Directors/Key Managerial Personnel comprises of:

There has been change in the constitution of the Key Managerial Personnel during the year under review.

Retire by Rotation:

Mrs. Malathi Jagadeesan, Non-executive director (DIN: 01153985), retires by rotation in the ensuing Annual General Meeting and being, eligible offers herself for reappointment. Your directors recommend her reappointment.

A. STATUTORY AUDITORS:

M/s. ABNJ & CO, (FRN: 121677W), Chartered Accountants, are recommended to be appointed as the Statutory Auditor of the Company to hold the office for a period of Five years till the conclusion of 50^thAnnual General Meeting (from FY 2023-24 to FY 2027-28) of the Company on a remuneration of Rs.1,00,000/- plus applicable GST and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

B. SECRETARIAL AUDITORS:

Ms. Sneha Mohan Kumar, Practicing Company Secretary, Chennai are the Secretarial Auditors of the Company. The Secretarial Audit for the Financial Year 2022- 2023, inter-alia, included audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by SEBI amongst others.The Secretarial Audit Report is enclosed as Annexure-I to the Board's Report.

27. BOARD'S COMMENT ON THE QUALIFICATION OR RESERVATIONS, IF ANY GIVEN BY THE STATUTORY AUDITOR AND SECRETARIAL AUDITOR:

The Statutory Auditor and Secretarial Auditor have not made any Qualification or Reservation in the Audit Report for the current Financial Year. The Report for the financial year ended, 31^st March 2023 is annexed for your kind perusal and information.

28. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively. The Company has duly complied with the applicable Secretarial Standards as required by the Companies Act, 2013.

29. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee is applicable to the company. The Details of Composition of Nomination and Remuneration Committee are covered under corporate governance report annexed with this report and forms part of this report.

30. BOARD EVALUATION:

The Companies Act and Listing Regulations contain provisions on evaluation of the performance of the Board and its Committees as a whole and Directors including Independent Directors, Non-Independent Directors and Chairperson individually. In pursuant thereof, annual evaluation of performance of the Board, working of its Committees, contribution and impact of individual directors has been carried out for peer evaluation on various parameters.

31. PARTICULARS OF EMPLOYEES:

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 employees are not drawing remuneration in excess of the limits set out in the said Rules.

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report in Annexure-III. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

32. ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.