Tamilnad Mercantile Bank Ltd

FOR THE YEAR 2022-23

Your Board of Directors have great pleasure in presenting the 101st Annual Report along with the Audited Balance Sheet as on March 31, 2023, the Profit and Loss Account and the Cash Flow

Statement for the year ended March 31, 2023.

1. BUSINESS PERFORMANCE

The Bank had a successful year in its 101st year of operations and recorded satisfactory performance. During the year under review, the total business increased from 78,424.65 crores to 85,056.18 crores registering a growth of 8.46%. The gross NPAs and net NPAs both decreased in absolute terms and also as a percentage of total advances over the previous year.

PERFORMANCE HIGHLIGHTS:

• Operating profit increased from 1,516.47 crores to 1,572.84 crores (+3.72%).

• Net profit increased from 821.92 crores to 1,029.26 crores (+25.23%).

• Deposits of the Bank increased from 44,933.11 crores to 47,766.49 crores (+6.31%) during the year.

• Gross Advances increased from 33,748.17 crores to 37,582.11 crores (+11.36%) during the year.

• Net Advances increased from 33,491.54 crores to 37,289.69 crores (+11.34%) during the year.

• Gross NPAs decreased from 1.69% to 1.39%.

• Net NPAs decreased from 0.95% to 0.62%.

• Provision Coverage Ratio (PCR) increased from 87.92% to 90.90%.

The total income increased by 64.03 crores during the year from 4,646.12 crores in the previous year to 4,710.15 crores during the year under review (+1.38%).

Interest income increased from 3,833.86 crores to 4,081.04 crores. Other income decreased from 812.26 crores to 629.11 crores during the current year. Increase in total expenditure was at 7.64 crores. The total expenditure increased from 3,129.67 crores during the previous year to 3,137.31 crores during the current year. Earnings per share increased from 57.67 to 68.06, the book value of the share increased from 374.41 to 437.53.

2. PROFIT AND APPROPRIATION

The net profit stood at 1,029.26 crores for the financial year ended 31.03.2023 after making all necessary provisions under various categories as per the prudential norms prescribed by

Reserve Bank of India. The appropriation out of the profit earned for the financial year 2022-are as under:

3. DIVIDEND

Your Directors have recommended the payment of a final dividend at the rate of 5.00 (Rupees Five only) per equity share of the face value of 10/- each (50%) for the year ended March 31, 2023. Dividend pay-out is in accordance with the Bank's dividend distribution policy (https://www.tmb.in/regulatory-policies.aspx), RBI guidelines and will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source, to those Shareholders whose names appear in the Register of Members as on the Record date August 29, 2023.

In addition to the above, the Board of Directors of the Bank during the reporting period, in its meeting held on Tuesday, February 14, 2023, had declared an Interim Dividend of 5/- (Rupees five only) per share, i.e., 50% on the fully paid-up equity shares of 10/- each, for the financial year 2022-2023. Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the record date for the dividend was fixed as Friday, February 24, 2023, and the dividend amount was paid to the shareholders on March 06, 2023.

4. CAPITAL AND RESERVES

The Bank's issued and paid-up capital was 158.35 crores as on March 31, 2023.

During the Financial Year 2022-23, your Bank raised capital of 807.84 crores by way of Initial Public Offering (IPO). 1,58,40,000 Equity Shares of 10/- each were issued at a premium of 500/- each. The capital plus reserves of the Bank has moved up from 5,335.71 crores to 6,928.35 crores on account of balance of profit transferred from Profit and Loss Account and the Capital raised through IPO including the securities premium during the current financial year.

5. ISSUE OF EQUITY SHARES

Your Bank had issued by way of Initial Public Offering (IPO). 1,58,40,000 Equity Shares of 10/- each at a premium of 500/- each. The allotment of shares was made on 12.09.2022 and your Bank's shares were listed in both the exchanges i.e., BSE & NSE on 15.09.2022.

The total proceeds of IPO of 807.84 Crores after deduction of offer related expenses, has been fully utilized for the purpose for which these proceeds were raised i.e., towards augmentation of our Bank's Tier-I capital and there was no deviation.

6. EARNINGS PER SHARE (EPS) AND BOOK VALUE

The earnings per share stood at 68.06 (basic) and 68.06 (diluted) for the financial year ended March 31, 2023. This was 57.67 (Basic) and 57.67 (diluted) during the previous year. The book value per share has further improved to 437.53 as on March 31, 2023, as against 374.41 during the previous year.

7. CAPITAL ADEQUACY

During the year the bank has raised fresh capital 785.07 crores (share capital + share premium

offer related expenses) and profit accretion to capital funds during the year amounted to

950.08 crores which raised the regulatory capital of the Bank to 7237.55 crores. The Capital to Risk Weighted Assets Ratio (CRAR) stood at 26.26 % (as per Basel III) as on March 31, 2023, as against the minimum required level of 11.50% (including the Capital Conservation Buffer) stipulated by Reserve Bank of India. The CRAR consisted predominantly of Common Equity Tier I (CET) which was 24.61 % out of 26.26 % of CRAR.

8. DEPOSITS

The aggregate Deposits of the Bank as on 31.03.2023 stood at 47,766.49 crores, registering a growth of 6.31% over 44,933.11 crores as on 31.03.2022. The interest rates for deposits were kept aligned with the prevailing trends in the Banking Industry.

Being a Banking Company, the disclosures required as per Rule 8(5)(V) of Companies (Accounts) Rules, 2014 are not applicable to your bank.

9. ADVANCES PORTFOLIO – MANAGEMENT OF ASSETS AND DEVELOPMENT OF BUSINESS

The Bank continued its lending activities in conformity with its Board approved Policies and Guidelines of the Reserve Bank of India. The Gross Advances of the Bank increased from 33,748.17 crores as on 31.03.2022 to 37,582.53 crores as on 31.03.2023. The increase in advances is mainly due to the growth recorded in Retail, Agricultural and MSME advances.

The Bank continued its thrust on lending to Priority Sectors (PS) including Agriculture and Micro and Small Enterprises comprising both Manufacturing and Service Enterprises. The level of advances to Priority Sectors stood at 27,094.14 Crore as on March 31^st, 2023. The Total PS Advances (Net of PSLCs Sold) at 20,794.87 Crore constitutes 75.59% of ANBC as on 31/03/2022, as against the regulatory minimum requirement of 40%. The achievement of PS Advances, based on the Quarterly Average level of PS Advances/Quarterly Average ANBC is at 69.08%.

Agricultural Advances reached 11,562.43 Crore as on March 31^st, 2023. The Total Agricultural Advances (Net of PSLCs Sold) and including RIDF and other qualifying investments for Priority - Agriculture constitutes 28.18% of ANBC as on 31/03/2022, as against the regulatory minimum requirement of 18%. The achievement of Agriculture Advances, based on the Quarterly Average level of Agriculture Advances/Quarterly Average ANBC is at 24.61%.

Total advances to the weaker sections stood at 8,283.00 Crore as on March 31^st, 2023. The Total advances to Weaker Sections (Net of PSLCs Sold) at 5468.00 Crore represents 19.88% of the ANBC as on 31/03/2022, as against the regulatory minimum requirement of 11.50%. The achievement of Advances to the weaker section, based on the Quarterly Average level of Advances to weaker section/Quarterly Average ANBC is at 18.06%.

Similarly, the bank achieved the mandatory targets for the sub-sectors like Loans to Small and Marginal Farmers (at 13.57% as on 31/03/2023 based on the ANBC as on 31/03/2022, as against the regulatory minimum requirement of 9.50%). The achievement of Advances to the Small and Marginal Farmers, based on the Quarterly Average level of Advances to the Small and Marginal Farmers/Quarterly Average ANBC is at 13.00% and Advances to Micro Enterprises (at 25.73% as on 31/03/2023 based on the ANBC as on 31/03/2022, as against the regulatory minimum requirement of 7.50%). The achievement of Advances to Micro Enterprises, based on the Quarterly Average level of Advances to Micro Enterprises/Quarterly Average ANBC is at 25.92%.

Under export credit, the bank achieved a level of 631.62 Crore as on 31.03.2023 as against 726.75 Crore achieved as on March 31, 2022, due to underutilization of sanctioned Export limits.

The Bank has sanctioned totally 20,758 No of WCTLs to the tune of 2674.54 crore as on 31.03.2023 since the inception of the scheme ECLGS. Out of which 2284 number of WCTLs to the tune of 352.90 crore are sanctioned during the FY 2022-23 under Emergency Credit Guarantee Line Credit Scheme (ECLGS).

During the current year, the bank will strive further to increase the flow of credit to Agriculture, Retail, and

MSME Sectors and the Weaker Sections.

The bank has been actively participating in all the initiatives and schemes of the Government of India including Pradhan Mantri Mudra Yojana (PMMY), Dairy Entrepreneurship Development Scheme (DEDS), Pradhan Mantri Awas Yojana (PMAY), Entrepreneurship Development & Employment Generation Scheme (EDEGS), PM Street Vendors Atma Nirbhar Nidhi (PM SVANIDHI) etc. by implementing the same in the Bank.

SALE OF PRIORITY SECTOR LENDING CERTIFICATE (PSLCS):

The Bank has sold PSLCs worth 6,403.00 crore till 31/03/2023, which fetched an income of 74.54 crores. In Category-wise, the Bank had sold PSLC-Small & Marginal Farmers for 2,815 crores, PSLC-Agriculture for 1,100 crores, PSLC-Micro Enterprises for 2,288 crores and PSLC – General for 200 crores as on 31/03/2023.

FINANCIAL INCLUSION:

Under the Financial Inclusion (FI) Programme, the Bank has covered 142 villages as on 31.03.2023. The total Basic Savings Bank Deposit Account (BSBDA) accounts of the bank as on 31st March 2023 stood at 6.99 lakh accounts, with major share of around 5.53 lakh accounts under Small accounts category.

10. INVESTMENTS AND TREASURY OPERATIONS

During the financial year ended March 31st, 2023, the Bank achieved a turnover of 26,836.37 crore in trading operations, resulting in a net profit 6.96 crore, as againstof 72.36 crore in the previous year. The net investments of the Bank stood at 14,156.03 crores as on March 31, 2023, as against 13,035.47 crores as at the end of the previous year. The Investment-to-Deposit Ratio of the Bank was 29.64%, as against 29.01% at the end of the previous year.

The average realized yield on the investment portfolio during the year stood at 6.85% as against 6.74% in the previous year. The income earned during the year from investments, comprising of interest income and dividend income excluding income from RIDF was 904.50 crore as against 822.46 crore in the previous year.

Particulars of Loans, Guarantee, or investments

The disclosures regarding particulars of loans, guarantee given and securities provided is exempt under the provisions of Section 186(11) of the Companies Act, 2013 since it is a banking company.

11. FOREIGN EXCHANGE BUSINESS

Foreign exchange business during the year 2022-23 in terms of actual inflows was 11,706.39 crore (Previous Year 11,612.56 crore) whereas Foreign Exchange outflows was 8,740.68 crore (previous year 7,013.11 crore) The total merchant turnover of the bank for the year 2022-23 was 20,447.06 crores against

18,625.67 crore during the previous year 2021-22. The profit on foreign exchange business for the year 2022-23 was 35.97 crores against 37.32 crores during the previous year 2021-22. Your Bank has correspondent relationship with 407 overseas banks by exchange of bilateral keys under SWIFT (Society for Worldwide Interbank Financial Telecommunication). It facilitates smooth and fast flow of communication in the international business. The SWIFT arrangement has enabled theBanktogivetimelyandefficient its serviceto NRI customer.

During the year under review, on 03.08.2022, your Bank has established a Forex Processing Center [FPC] for centralisation of Foreign Exchange operations, 100 numbers of "C" Category branches were upgraded and covered under the FPC. With this, the total number of branches that deals in foreign exchange business has been increased to 139. Our Bank has the necessary infrastructure to render fast and efficientservice relating to inward remittance and for crediting the beneficiaries accounts on receipt of the foreign currency funds in our Nostro accounts abroad.

Your Bank is committed to increasing the Forex Business activities significantly for adding good revenues to the bank in the coming years. Your Bank has provided online Electronic Trading Platform named as TMBFXBRIDGE for concluding exchange rates in 39 old B Category branches & FPC and direct view access to 47 of our forex customers. FX-Retail platform is provided to 18 of Forex customers.

12. BRANCH NETWORK

During the year under review, your bank has added 21 new branches and the branch network of the bank has been increased to 530 branches. In addition to that, the bank has added 50 new ATMs / CRMs and 12 new e-lobbies. The Bank's ATM and alternate delivery channel network stood at 1,149 ATMs, 324 CRMs, 113 e-lobbies, covering 17 States and 4 Union Territories.

13. HUMAN RESOURCES DEVELOPMENT

As on 31st March 2023, the Bank's total staff strength is 4,505 (including 37 contract employees) consisting of 2,056 Officers, 1,760 Clerks and 689 Supporting Staffs. During the year under review,

192 regular employees and 20 contract employees were recruited and 402 employees were promoted.

The Business per employee has increased from 17.75 crore to 19.04 crore in the FY 2022-23. The Bank's Staff Training College at Nagercoil had conducted 71 physical training programmes and 5 online (through TMB eSMART) training sessions on in various banking subjects like Credit, Forex, Recovery, Information Security etc. 2,977 staff members had undergone training programmes during the FY 2022-23. TMB eSMART, an online e-learning Management System was indigenously developed by our Bank to cater the training needs of all staff members. It can be accessed 24x7x365 by our staff members in intranet and internet. Using TMB eSMART, our staff members can learn varied Bank subjects like Credit, Forex, Information Security, KYC etc. To groom our staff members in different facets of Banking, we have 13 TMB Capacity Building exams in various areas like KYC, Credit, Forex, Recovery etc. The online exams are conducted at frequent intervals. During the Financial Year

2022-23, totally 5,487 e-Certificates were issued to the staff members who have successfully completed various exams in capacity building programme.

In addition to the above, your Bank has tied up with reputed training institutions like SIBSTC-Bengaluru (Southern India Banks' Staff Training College), NIBM-Pune, IIBF- Mumbai, IDRBT, Hyderabad, CAFRAL, etc. 843 staff members were trained in these leading institutions during FY 2022-23.

Industrial relations in the Bank continued to be very cordial during the year with frequent interactions between the management and the Officers'and Employees' Associations and various staff welfare activities were undertaken during the year. The Bank continues to lay emphasis on developing the individual skills of its employees and providing a healthy and cordial working environment so as to get maximum contribution from the employees of the Bank.

14. INTER BRANCH ADJUSTMENTS

The Bank has continued to maintain a very good record in internal housekeeping. The core banking solution made it possible for the branches to balance all their accounts and tally balances up to March 31st, 2023. There was also timely submission and scrutiny of the control returns, which was given adequate importance at all levels with necessary follow up.

15. INTERNAL CONTROL AND INSPECTION / AUDIT RISK BASED INTERNAL AUDIT SYSTEM

The bank has put in place an effective and strong Risk Based Internal Audit (RBIA) System.

During the financial year 2022-23, RBIA audits were conducted through TMB eTHIC Module in

509 branches (Totally 536 audits) of the bank. Submission of compliance reports and closure of audits are followed up through the respective regional offices. Besides, RBIA was conducted for the following critical Departments (Credit Departments, Risk Management Department, Information Technology Department (Chennai & Thoothukudi) and Central Processing Centre (CPC) - Tirunelveli.

The bank has a proper and adequate internal control system. The bank has standardised operating procedures in monitoring the account operations to have effective internal controls.

Internal Financial Controls of the branches are verified by the statutory branch auditors during their branch audit and covered in the report.

CREDIT AUDIT

During the year under review, Credit Audit has been conducted for 252 borrowal accounts in 122 branches.

CONCURRENT AUDIT SYSTEM

The bank continued to have the system of Concurrent Audit through TMB eTHIC Module, which covered 200 branches and important departments. Concurrent Audit has been recognized as an important tool of internal control and is in force at major branches including 38 ‘B' category branches designated for forex business.

Further concurrent audit is implemented in the following important departments - International Banking Division, Treasury Department, DPS Cell, Chennai Service branch, Forex Processing Centre, Transaction Reconciliation at various divisions of ITD, Accounts Department, Expenses approval of ITD, Establishment Department, Planning and Development & Resource Mobilization Department, Expense approval of all regions, Central Processing Centres at Chennai and Tirunelveli and all the four Currency Chests. Submission of compliance reports and closure of audits are followed up through the respective regional offices / departments.

INFORMATION SYSTEM AUDIT

As per RBI guidelines, Information System audit cell has been established under Inspection Department. Information System audits were conducted at all the 509 branches along with Risk

Based Internal Audit, 9 Departments and 12 Regional offices.

Continuous offsite monitoring system (OFMS) is deployed by IS audit cell. Under a software tool-based supervision process, certain key and vital areas are subjected to offsite monitoring. Every year, critical Information systems deployed in our Bank like Core Banking System, E-Banking, Mobile banking, ATM, RTGS, Treasury, CTS clearing process, Server, SOC, HRMS and network infrastructure etc., are subjected to Information Systems audit by an external auditor.

MANAGEMENT AUDIT SYSTEM

To assess the robustness of the systems and procedures established in various operational units of the Bank and to have an oversight on the effectiveness of the management, various departments at Head Officeand all Regional Offices are subject to Management Audit, which was conducted once in every two years.

During the year under review, Management Audits were conducted at 9 Regional Offices

(Ahmedabad Region, Bengaluru Region, Chennai Region, Hyderabad Region, Madurai Region, Salem Region, Tirunelveli Region, Thoothukudi Region and Tiruchirapalli Region) and 7 Departments (Legal Department, DPS Cell, RTGS & WUMT Cell, Secretarial Section, Customer Service Cell, CRAPC and Chennai Service Branch).

In addition to the above audit the Bank regularly conducts revenue audit in the branches to monitor revenue leakages.

VIGILANCE

The functions of the vigilance machinery of the Bank are broadly divided into 3 types, viz. preventive, predictive and punitive. The Vigilance Department undertakes a study of the existing procedures and practices prevailing in the organization with a view to modifying those procedures or practices that provide scope for malpractice/fraud perpetrated by the staff members and also finding out the causes of delay in reporting and the points at which the delays occur and devising suitable steps to minimize delays at different stages. To educate the employees of the Bank, the Vigilance Department brings out various fraud awareness circulars and conducts training programmes periodically. As a part of creating awareness, ‘Vigilance Day' is observed on the 31st October every year. The Vigilance Department plays a vital role in the implementation and follow-up of the directives and guidelines issued from time to time by Reserve Bank of India. Upon the directions of RBI, Vigilance Department has also formulated/implemented a Vigilance Policy from 13th July 2011 and the Policy is being reviewed every year.

VIGIL MECHANISM

The Bank has implemented the Whistle-blower cum Protected Disclosure Policy, intended to promote the participation of employees at all levels and detection of corruption, misuse of office, criminal offences, suspected/ actual fraud, failure to comply with the rules and regulations suspected/actual fraud, failure to comply with the rules and regulations prescribed by the Bank and any events/acts detrimental to the interest of the Bank, depositors and the public resulting in financial loss/operational risk, loss of reputation etc. Further, the mechanism adopted by the Bank encourages the Whistle Blower to report genuine concerns or grievances. It provides adequate safeguards against Whistle Blower's victimization for those who avails such mechanism and offers direct access to the Chief of Internal Vigilance (CIV). Further, there was no occasion where a person was denied access to the Audit Committee of the Board. The details of the Whistle-blower cum Protected Disclosure Policy are posted on the Bank's website and available at the link: https://tmb.in/regulatory-policies.aspx.

16. CUSTOMER SERVICE

Customer service is an important part of maintaining on going customer relationship, which is a key for continuous business growth and to retain the customer. The Bank is well known for its good, courteous and effective service to customer and constantly endeavouring to meet the expectations of the modern-day tech-savvy customers, by introducing new and innovative products for seamless digital experience.

As per the provisions of Internal Ombudsman Scheme 2018, Dr.D.Sivaguru was appointed as the Internal Ombudsman for our Bank for a period of three years, whose tenure came to an end on 29.05.2022. As per the revamped Reserve Bank - Integrated Ombudsman Scheme, 2021, with the existing guidelines on appointment of Internal Ombudsman, Mr.K.Selvaraj was appointed as the Internal Ombudsman for our Bank and he joined duty on 13.06.2022. The Internal Ombudsman examines customer complaints which are in the nature of deficiency in service on the part of the bank, that are partly or wholly rejected by the bank. As the bank shall internally escalate all complaints, which are not fully redressed, to the Internal Ombudsman, the customers need not approach the Internal Ombudsman directly.

17. TECHNOLOGY ADVANCEMENT

Your Bank is taking various steps to provide technology-enabled products and services to customers by adopting latest technology. Banking Services are extended to our customers through Branches and ATMs by using multiple network technologies such as MPLS, Leased Line, VSAT, GSM and VPNoBB with redundant connectivity. In addition to traditional Branches/ATMs, the digital services are seamlessly offered to our customers without any disruption through various delivery channels viz. Internet Banking, Mobile Banking, AEPS, IMPS, UPI, Point of Sale terminals, Cash Deposit Kiosk, Passbook Printing Kiosk, WhatsApp Banking, other digital services such as CTS Positive Pay System, BBPS in Internet Banking, Green PIN in Internet Banking, Rupay Select Card, Enhanced Card Security for Debit Card Management, e-Mandate Authentication using Debit Cards and Internet Banking, Video KYC Account opening, etc are also made available to our customers.

The Bank has 1,473 ATMs and CRMs as on 31st March 2023.

The availability of the services of all the alternate delivery channels to our customers is ensured by way of active monitoring and attending to outages if any, instantly.

CORE BANKING:

Your Bank has implemented "Finacle", the Core Banking Solution in all our its branches. Core Banking Solution (Ver.6.x) was implemented during 2001-02. During March 2014 core banking solution was upgraded to version 7.0.25 and its upgradation to latest version 10.2.25 was carried out during August 2022.

Your Bank has upgraded network bandwidth of both primary and secondary links at branches and other offices to provide uninterrupted banking services to its customers.

INTERNET BANKING:

Your Bank had introduced "Internet Banking facility" to the customers during November 2008. Currently the e-Banking facility has been extended to all our customers. We have also introduced Corporate Net banking facility for our customers with maker/checker facility to bring in more security to the transaction initiated by corporate customers. We have also tied up with multiple Payment Gateway service providers for extending utility bill payment services to our customers. Facilities provided to customers through Internet Banking include RTGS, NEFT, IMPS, opening of Deposit Accounts, eCommerce transactions, online tax payment, online bills and utility services payment, scheduled payments, etc. One-time password (OTP) is provided as dual factor authentication to carry out transactions in a secured manner. We have introduced Captcha in our Internet Banking application to differentiate login attempts made by Humans and Robotic software which would help to avoid DDoS attacks. Payments to TMB Credit Card dues and Prepaid Card Top-up facility are also provided through Internet Banking. Also, there are other facilities like offline statement, management of limit for Debit Card etc. provided through Internet Banking.

MOBILE BANKING

Mobile Banking facility has been enabled in both Android and iOS. Mobile Banking registrations can be done at any of our TMB ATMs and through Branches. By using mobile banking facility, customer can perform SB/CA/loan/deposit inquiry, transfer of funds (Within TMB/NEFT/IMPS/ RTGS), Deposit Opening, TNEB payment, Mobile Recharge, Cheque Book Issuance, ATM Card Blocking, Cheque Status Inquiry, etc., In addition, certain features like Transaction limit setting,

Credit Card details and Payment Dues, Debit Card Blocking, Beneficiary available for the Mobile Banking Customers.

UPI

Unified Payment Interface (Acquirer and Issuer) service is available for our customers. They can download various UPI Certified Third Party applications like BHIM for both Android and iOS.

Customers can transfer funds, initiate Online Payments, pay using QR Codes, pay in BBPS (Bill Payments), initiate IPO transactions, UPI recurring mandate. Now we are issuing QR codes to Merchants also.

SERVER INFRASTRUCTURE

Bank's Server infrastructure is maintained at primary (DC - Chennai) and secondary (DR Site - Bengaluru) co-located Data Centres. The Bank is having Physical, Virtual, Hyper Converged Infrastructure and dedicated Storage devices.

Hyper Converged infrastructure installed at our DC and DR locations, which is a three-node cluster arrangement, provides high availability, high scalability, cost effective, improved workload performance and occupies less space.

Storage Infrastructure was upgraded from SAS to Flash storage to get high performance in Core Banking Solution (Finacle). It is scalable for our future needs and high availability.

SECURITY INFRASTRUCTURE

Your Bank is having Endpoint Detection and Response (EDR) system to protect our Endpoints from Malware and Ransomware attacks. Also, we have implemented Data Loss Protection (DLP) which facilitates to block/alert transmission of data based on sensitive keywords across intra/ inter network infrastructure. We have adequate Firewall, Intrusion Prevention System (IPS) and Intrusion Detection System (IDS) to protect our network from external threats accessing through internet.

Further, Bank has setup Security Operation Center (SOC) under the direct control of Information Security Department where the following tools/components are installed to monitor SOC operations.

1. Security Incident & Event Management (SIEM)

2. Database Activity Monitoring (DAM)

3. Privileged Access Management (PAM)

4. Web Application Firewall (WAF)

During 2022-23, we have completed the following major projects:

1. UPI Acquirer - Accessing UPI service by our customer through our Mobile Banking application

2. Disaster Recovery Site Shifting (Business Continuity)

3. Core Banking Solution Upgradation to Finacle V10.2.25

4. Full-fledged Call Centre at Madurai

5. Retail Loan account opening through Lend Perfect Application

6. TAB Banking Application for on boarding new customers

7. DLP (Data Loss Prevention) Solution

8. New Cloud based E-Mail Solution

9. Network Monitoring Solution

10. Load Balancer to handle high volume of Digital transactions

18. PRODUCT INNOVATION, NEW PRODUCTS AND SERVICES MAJOR INITIATIVES DURING 2022-23

• Launched new Current Account scheme TMB Agaram

• Launched various Term Deposit Schemes with attractive interest rates for the short time period

• TMB@100 (1000 Days)

• TMB Celebration 555 (555 Days)

• TMB400 (400 Days)

• TMB300 (300 Days)

• Tied up with Max Life Insurance Company Limited, Bajaj Allianz Life Insurance Company Limited, Chola MS General Insurance Company Limited and Kotak General Insurance Company Limited for insurance products.

19. AWARDS / RATINGS OBTAINED BY THE BANK

Your Bank has bagged the following awards during the year under review:

• Three awards at Atal Pension Yojana Felicitation and Strategic Review Programme conducted on May 2022.

1. Old age Freedom fighters award of excellence (August October 021)

2. Outperformers (Q3, 2021-22)

3. Citizen's Choice Award for Best performing Bank, in the state of Tamilnadu

• Two awards in the name of "Numero Uno Exemplary Award of Par Excellence" from PFRDA for achieving the highest performance in Private Sector Bank category during the period from 01-04-2022 to 30-09-2022.

• The "Best Small Indian Bank" award in the Best Banks survey for the year 2022 done by Business Today-KPMG (BT-KPMG Best Banks Survey)

• The "Best Bank at National Level" for the year 2022, under other than large Private Sector banks category.

• The ASSOCHAM 9th MSME Excellence Award "Best MSME Bank – Runner Up".

EXTERNAL RATING

During the financial year 2022-23, CRISIL renewed the rating for the Certificate programme of the Bank for 1,000 crores and reaffirmed the "A1+" (indicating "Very Strong" rating).

20. RISK MANAGEMENT

Bank has a proactive approach towards Risk Management. Its risk philosophy involves developing and maintaining its banking activities within its risk appetite and regulatory framework.

The Risk Management Architecture of the Bank comprises of an Independent Risk Management Organizational structure at the corporate level, Risk Management Policies, Risk Measurement

Tools and Risk Monitoring and Management Systems. The Bank has a well-defined risk appetite statement and all the banking functions are dovetailed to the risk appetite statement. The Board of Directors of the Bank is primarily responsible for laying down risk parameters and establishing an integrated risk management and control mechanism. The Board of Directors is supported by a Sub-Committee of the Board known as the Risk Management Committee of the Board (RMCB), which in turn is aided by the Asset Liability Committee (ALCO) and the Risk and Asset Liability Management Committee of Executives (RMCE). The executive level Committees are headed by the MD & CEO of the Bank. The Bank's RMCB reviews its Risk Management policies and recommends to the Board for approval. The Board also sets out limits, taking into account the risk appetite of the Bank and the goals set.

The bank's liquidity ratios, i.e. LCR & NSFR are also above the minimum stipulated level indicating comfortable position with regard to liquidity risk.

Your Bank has been proactively conducting internal assessment of adequacy of capital, liquidity ratios and leverage ratios in accordance with Basel-III standards. The Bank's capital position is in compliance with Basel-III expectations and well above the minimum requirements.

21. BOARD OF DIRECTORS

The Bank's Board as on March 31^st, 2023 comprises of 13 Directors and the composition of Board are given below:

All Directors, other than Managing Director and CEO, are non-executive Directors of the Board. The details of Directors are available in the Corporate Governance report, which forms part of this report.

The details of directors or key managerial personnel who were appointed or have resigned during the year as mentioned in the Corporate Governance Report.

22. THE STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 149

Your bank has received necessary declarations from all the Independent Directors under Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 25(8) read with Regulation 16(1)(b) of the SEBI LODR, they meet the criteria of independence laid down thereunder.

23. WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013, the Bank has appointed Smt. S. Ezhil Jothi (DIN: 07772888) as Woman (Independent) Director on the Board of the Bank.

24. DETAILS OF SUBSIDIARIES AND ASSOCIATES

Your bank does not have any subsidiaries or Associates or Joint Ventures for the financial year ended March 31, 2023.

25. CHANGE IN THE NATURE OF BUSINESS

During the Financial year ended March 31, 2023, there is no change in the nature of business of the Bank.

26. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, it is hereby confirmed that: a. In the preparation of the annual accounts for the financial year ended March 31st, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. The Board of Directors have selected the accounting policies and applied them consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year 2022-23 and of the profit of the Bank for that period. c. The Board of Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Bank and for preventing and detecting fraud and other irregularities; d. The Board of Directors have prepared the annual accounts for the financial year ended on

March 31st, 2023, on a going concern basis; e. The Board of Directors have laid down internal financial controls to be followed by the Bank and that such internal financial controls are adequate and wereoperating effectively. f. The Board of Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. DETAILS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the bank has not entered into any significant with related parties, which could lead to potential conflict of interest, other than transactions entered into in the ordinary course of business and at arm's length basis. Hence, the disclosure in Form AOC-2 is not applicable The policy on Related Party Transactions is placed on the Banks' website. https://www.tmb.in/regulatory-policies.aspx.

28. BOARD LEVEL PERFORMANCE EVALUATION

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and Regulation 17 of SEBI LODR Regulations, 2015 and other applicable provisions, , the Board has carried out annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors. During the year under review, feedback was sought by way of structured questionnaires and evaluation was carried out based on various criteria and the responses received from the Directors.

The criteria for performance evaluation of the Board included aspects such as:

1. Development of suitable strategies and business plans at appropriate time and its effectiveness

2. Implementation of robust policies and procedures

3. Size, structure and expertise of the Board

4. Oversight of the Financial Reporting Process, including Internal Controls

5. Willingness to spend time and effort to learn about the Company and its business and

6. Awareness about the latest developments in the areas such as corporate governance framework, financial reporting, industry and market conditions.

The criteria for performance evaluation of the Committees included aspects such as:

1. Discharge of its functions and duties as per its terms of reference

2. Process and procedures followed for discharging its functions

3. Effectiveness of suggestions and recommendations received

4. Size, structure and expertise of the Committee

5. Conduct of its meetings and procedures followed in this regard

A separate peer review exercise was carried out to evaluate the performance of MD & CEO. The performance evaluation of the Chairman of the Board was not carried out, as we don't have a permanent Part Time Non – Executive Chairman. Further, the Independent Directors, at their exclusive meeting held during the year on 16.03.2023, reviewed the performance of the Board, Non- executive Directors and other items as stipulated under the Listing Regulations.

The performance evaluation of the Independent Directors was carried out by the entire Board, without the participation of Independent Director being evaluated,

29. BANK'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Bank has a Board approved Nomination and Remuneration Policy for appointment of Directors and Senior executives of the Bank.

The Bank has also Board approved compensation policy which deals with the compensation & benefits of the Managing Director & CEO and senior executive ofthe Bank.

As a Banking company, the Bank is required to have not less than fifty-one percent of its Directors, fulfilling the specified eligibility criteria referred to in Section 10A(2) of Banking Regulation Act,

1949. Further, for determining the independence of directors, the Bank strictly follows the criteria as laid down in sub-section (6) of Section 149 of the Companies Act, 2013.

The remuneration of the MD & CEO is recommended by the Nomination & Remuneration Committee (NRC) to the Board for approval after considering the factors prescribed under the Compensation Policy. The Board considers the recommendations of NRC and approves the remuneration, modifications, subject to shareholders' and regulatory approvals.

Pursuant to the recommendation made by the Nomination and Remuneration Committee and the approval of Board of Directors, the Reserve Bank of India has approved the remuneration payable to MD & CEO vide its letter dated 18.08.2022 and the same was approved by the Shareholders through Postal Ballot on 30.11.2022.

The other non-executive directors are paid only sitting fees for attending the meetings of the

Board and its Committees. None of the directors including the MD & CEO receives any profit linked remuneration. The sitting fees payable to the non-executive directors is 50,000/- for Board Meeting and 25,000/- for Committee Meetings for the year under review.

The terms and conditions of appointment of Independent Director are available on the Bank's website – Click here.

30. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The details are available in the Corporate Governance Report.

31. BOARD/COMMITTEE MEETINGS

During the year under review, total 30 meetings of the Board and 75 meetings of the Committees of the Board were held. For details of the meeting of the Board and its Committees, please refer to the Corporate Governance report forming part of this report.

32. ANNUAL GENERAL MEETINGS

For the details of the Annual General Meetings, please refer to the Corporate Governance report forming part of this report.

33. COMPLIANCE FUNCTION

The bank has embraced compliance as a part of good governance and not for purely meeting the regulatory requirement. Hence, the Bank has institutionalized a strong compliance culture and mechanism across the organization, founded on the principles of transparency and trust by involving all the stakeholders. The Bank has a dedicated Compliance Department headed by Deputy General Manager, for ensuring regulatory and organization level compliance, across all its businesses and operations. The key functions of this department includes, dissemination of key regulatory updates affecting the various business verticals of the Bank, review of processes from a regulatory compliance perspective, provide guidance on compliance-related matters, among others.

34. COMPLIANCE WITH THE PROVISIONS OF COMPANIES ACT, 2013

The Bank has complied with all the provisions of the Companies Act, 2013 and the Rules made thereon, to the extent that are applicable to the Bank.

35. INTERNAL AUDITORS

The Bank is required to appoint an internal auditor as per the requirements of Section 138 of the Companies Act, 2013, who should either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit on the functions and activities of the Bank.

As the Bank already has concurrent auditors, internal inspecting officers, compliance department etc. pursuant to the various requirements applicable to a banking company, performing all the activities expected to be done by the Internal Auditors, the functions of internal audit is already enabled. Hence the requirement of internal audit is deemed to be complied.

36. STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with Section 30(1A) of the Banking Regulation Act, 1949, the Board of Directors has recommended the re-appointment of M/s. Suri & Co, Chartered Accountants, Chennai (Firm Registration No. 004283S) and M/s. Abarna & Ananthan, Chartered Accountants, Bangalore (Firm Registration No. 000003S) as the

Joint Statutory Central Auditors of the Bank for the financial year 2023-24 for their third year.

The Reserve Bank of India vide its letter dated 17.07.2023 has approved the same, subject to the approval of members at the Annual General Meeting.

The proposed Auditors have confirmed their eligibility to be so appointed in terms of Section 141 of Companies Act, 2013.

37. COMMENTS ON AUDITORS' REPORT

The Notes on Accounts and the Significant and forming part of the annual accounts and the references made by the Auditors in their Report are self-explanatory. The Auditors have not made any observations or adverse comments warranting any explanation on the part of the Board as referred to in Section 134 (3) (f) of the Companies Act, 2013.

38. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, the Auditors have not reported any instances of fraud committed in the Bank by its officers or employees to the Audit Committee or to the Board under section 143

(12) of the Companies Act, 2013.

39. SECRETARIAL AUDIT

The Bank had appointed M/s. SPNP Associates, Practicing Company Secretaries, Chennai as its Secretarial Auditor to conduct the secretarial audit of the Bank for the FY 2022-23. The report of the Secretarial Auditor is enclosed as Annexure 1.

There are no material remarks or observations in the report which require any explanation on the part of the Board, the observations made by the Secretarial Auditor are self-explanatory.

40. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Bank has undertaken an audit for the Financial Year ended March 31, 2023 for all applicable compliances as per Listing Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. SPNP Associates, Company Secretaries, Chennai, has been submitted to the Stock Exchanges and is enclosed as Annexure 2 to this Directors' Report.

41. COMPLIANCE TO SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and adopted by MCA have been complied by the Bank.

42. FUNDING SOURCES OF RENEWABLE ENERGY

The Bank has been supporting and financing various activities for development of alternative energy generation. The Bank recognizes wind and solar energy as main sources of best renewable and pollution free energy throughout the year and considers funding these initiatives as its contribution towards the worldwide effort against global warming. Accordingly, bank encourages setting up of solar panels by financing solar energy generation plants. The Bank has also taken various steps to conserve energy in its own premises, by establishing solar plant in 18 branches.

43. CORPORATE SOCIAL RESPONSIBILITY

As stated elsewhere, the Bank has constituted a Corporate Social Responsibility (CSR) Committee and has also adopted a CSR Policy. The CSR policy document is available on the Bank's website. The disclosure in respect of the CSR activities of the Bank as required to be made as per the Companies (Corporate Social Responsibility) Rules, 2014 is given in Annexure 3.

As per Section 135 of the Companies Act 2013 and Rules thereunder, the total amount to be spent is 16.71 crores for the Corporate Social Responsibility activities for the financial year 2022-23 and the bank has spent 16.82 crores.

44. EXTRACT OF ANNUAL RETURN

Extracts of Annual Return Pursuant to provision of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31st March 2023 is available in the Bank's website. The same can be accessed at https://www.tmb.in/Annual-Return.aspx

45. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Bank has zero tolerance towards any act on the part of any executive / employee which may fall under the ambit of ‘Sexual Harassment' at workplace and is fully committed to uphold and maintain the dignity of every woman working in the Bank. The Policy provides for prevention and protection against sexual harassment of women at workplace and for redressal of such complaints. All the employees (permanent, contractual, temporary or trainee) are covered under this policy.

Number of complaints pending as at the beginning of the financial year - Nil Number of complaints filed during the financial year - Nil Number of complaints pending as at the end of the financial year - Nil.

46. TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY / UNCLAIMED DIVIDENDS.

The details of the equity shares / unclaimed Dividends transferred to Investor Education and Protection Fund (IEPF) Authority are available in the Corporate Governance report forming part of this report.

47. STRICTURES AND PENALTIES

During the year under review, RBI has imposed the following penalties on the Bank:.

1. Penalty charged by RBI under Scheme of Incentives and Penalties for Bank Branches including Currency chests for Mutilated, Shortage Currency and Counterfeit Currency during the period from 01.04.2022 to 31.03.2023 - 22,900/-

2. RBI has imposed penalty of 10,70,000/- under the scheme of penalty for Non-replenishment of ATM.

48. REQUIREMENT FOR MAINTENANCE OF COST RECORDS

The cost records as specified by the Central Government under Section 148(1) of the Companies

Act, 2013, are not required to be maintained by the Bank.

49. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis as required under the Listing Regulations is enclosed as Annexure 4, forming part of this Report.

50. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 5 which forms part of this Report.

51. CORPORATE GOVERNANCE REPORT AND CERTIFICATE

Your Bank is committed to follow the best practice of corporate governance to protect the interest of all the stakeholders of the Bank, viz. shareholders, depositors and other customers, employees and the society in general and maintain transparency at all levels.

As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulations, a report on Corporate Governance and the certificate

Regulations from M/s. Suri & Co, Practicing Chartered Accountant, regarding compliance of conditions of Corporate Governance are given in Annexure 6 and Annexure 7 respectively, forming part of this report.

52. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The ‘Business Responsibility and Sustainability Report' (BRSR) of your Bank for the Financial Year ended March 31, 2023 is attached as Annexure 8 as required under Regulation 34(2)(f) of the Listing Regulations. Your Bank continues to execute strong ESG proposition by working with all relevant stakeholders as well as in its own operations.

53. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE BANK FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the bank.

54. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND BANK OPERATIONS IN FUTURE

During the Financial Year 2022-23, no significant

Regulators or Courts or Tribunals against the Bank which impacts its going concern status and Bank's operations in future.

55. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Being Banking Company, the aforesaid provision is not applicable to your bank..

56. INSIDER TRADING COMPLIANCES

In compliance with the SEBI (prohibition of Insider Trading) Regulations, 2015, as amended, your bank has a comprehensive "Code of Conduct for prevention of Insider Trading" which lays down guidelines and procedures to be followed and disclosures to be made while dealing in securities of the Bank.

57. ACKNOWLEDGMENT

The Board acknowledges and places on record its appreciation for the valuable patronage, co-operation and goodwill received by your Bank from customers, fellow bankers, financial institutions and Non-Resident Indians. The continued support and co-operation of the employees and customers have been a constant source of strength for the Bank in all its endeavours. The Board also acknowledges and places on record its gratitude to Reserve Bank of India SEBI, NSE, BSE and other regulatory authorities, the Government of India and State Governments for their continued guidance and support.

The staff members of the Bank have been working with dedication and deep commitment. Teamwork at every level, well supported by appropriate technology architecture, has been the hallmark of the Bank's performance. The Board places on record its appreciation for the excellent contribution made by each and every member of the staff, who has made our achievements possible through the years, and is confident that such contribution from the staff will continue in the coming years.

58. CONCLUSION

This year has been a very momentous year for the Bank. The Bank has celebrated its 101^st year of existence, which in itself is a wonderful achievement. Banks in general and your Bank in particular are ready to support the MSME sector by implementing the schemes introduced by the government and the regulator. The Bank has moved cautiously forward in growing its business and ensuring that the Bank reports good financials. Your Bank looks to the future with great hope and confidenceborn out from the fact that the Bank has weathered many storms in its journey of hundred years and with the experience gained, will be able to look forward to the next 100 years with renewed strength, stemming from the trust of the customers and protected by the loyalty of its staff.

Place : Thoothukudi Date : 26.07.2023

For and on behalf of the Board of Directors