TCFC Finance Ltd Directors Report

To the Members of,

TCFC FINANCE LIMITED

The Directors of the Company have pleasure in presenting the 34 th Annual Report of the Company together with the Audited financial statements for the financial year ended March 31, 2025 and reports of theAuditors thereon.

1. FINANCIAL HIGHLIGHTS:

The summary of the Company s financial results, both on a standalone basis, for FY 25 as compared to the previous FY i.e.,

FY24 is given below:

	Year ended March 31, 2025	Year ended March 31, 2024
	(Rs in thousands)	(Rs in Thousands)
Total Revenue from operations	23130.55	174695.15
Profit/(Loss)before tax	13899.24	161145.17
Less: Provision for Tax	1730.49	38234.87
Net Profit/(Loss) after tax	12168.75	122910.30
Other Comprehensive Income	(156.45)	130.81
Total Comprehensive Income	12012.30	123041.11

2. OPERATIONS

The performance of the Company for the financial year ended 31 st March, 2025, as compared to the previous year ended 31 st March, 2024, is summarized below:

Revenue from Operations:

During FY 2025, the Company recorded revenue from operations of 23,130.55 thousand, as against 174,695.15 thousand in FY 2024. This represents a significant decrease in revenue compared to the previous financial year.

Profit Attributable to Shareholders:

The profit attributable to shareholders for FY 2025 stood at 12,168.75 thousand. In comparison, the profit for FY 2024, before provision for tax, was 122,910.30 thousand. After accounting for tax, the net profit attributable to shareholders in FY

2025 was 12,012.30 thousand.

3. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended 31 st March, 2025. This decision has been taken in view of the Company s current financial position and strategic priorities, with the objective of conserving resources for future growth and operational stability.

4. TRANSFER TO RESERVES:

In compliance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934, the Company has transferred an amount of 2,433.75 thousand to the Statutory Reserve during the financial year 2024 2025.

5. SHARE CAPITAL: a. Authorized Capital

The Authorized share capital of the Company as on 31st March 2025 stood at Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) comprising of 25,00,000 Equity shares of Rs. 10 /- each. b. Paid Up Capital

The paid-up Capital of the Company as on 31st March 2025 stood at Rs. 10,48,21,290 /- (Rupees Ten crore forty eighty lakhs twenty-one thousand two hundred and ninety only) comprising of 1,04,82,129 shares of Rs. 10/- each Further the company has received No adverse Remark Observation letter dated 15 th May, 2025 for scheme of arrangement under section 66 of Companies Act, 2013 for Capital Reduction of 533334 Shares of Rs. 10/- each. This Scheme is Subject to the approval of Shareholders and National Company Law Tribunal or other Competent Authority as may be applicable. The effective date of scheme shall be 01 st April, 2024

6. DEPOSITS

Being a Non-Banking Financial Company (NBFC) not accepting public deposits, the Company has not accepted any deposits from the public or its members during the year under review, in accordance with Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

7. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There are no such companies which have become or ceased to be the Companies Subsidiary, Joint Ventures or Associates during the year

8. CONFIRMATION OF COMPLIANCE WITH THE SECRETARIAL STANDARDS ISSUED BY ICSI

The Board of Directors hereby confirms that the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings.

9. MATERIAL CHANGES AND COMMITMENTS:

During the financial year under review, the Company received an No Adverse Remark- observation letter from BSE Limited in connection with the proposed reduction of share capital, involving the reduction of 533,334 equity shares. BSE has conveyed its no-objection to the proposal, subject to the approval of the shareholders and the sanction of the Hon ble National Company Law Tribunal (NCLT). The Company is currently in the process of undertaking the necessary steps to obtain the requisite approvals to proceed with the capital reduction.

Except for the aforementioned development, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year to which this report pertains and the date of this report.

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

There have been no significant or material orders passed by any regulators or courts during the year under review that would adversely impact on the going concern status of the Company or its future operations.

11. INDUSTRIAL RELATIONS

The industrial relations of the Company remained cordial and harmonious throughout the year.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Since the Company is a registered entity under the Reserve Bank of India to conduct the business of Non-Banking Financial Services, pursuant to the section of 186 (11) (a), (b) of the Companies Act, 2013, the company is exempted from complying with the provisions.

Further, details of Investments made by the Company during the year under review form a part of the financial statements.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm s length basis. Thus, disclosure in form AOC-2 is not required. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The details of the related party transactions as required under Accounting Standard - 18 are set out in note to the financial statements forming part of this Annual Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on Company s website at https://www.tcfcfinance.com/revision%20of%20related%20party%20 Transaction%20policy-%20TCFC.pdf

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL COMPOSITION:

At present, the Board is comprised of 6 directors, out of which 3 are independent directors.

Re-appointment/Appointment & Cessation:

During the financial year 2024-2025 Mr. Dharmil Bodani were appointed as Chairman of the Company with effect from 02 nd August, 2024.

Cessation of office of Mr. Vengendur Srikumar Srinivasan (DIN: 00051233) as an Independent Director & Chairperson of the Company after completion of second term in the Company:

The Board noted cessation of office of Mr. Vengendur Srikumar Srinivasan (DIN: 00051233) as an Independent Director & Chairperson of the Company after completion of second term in the Company with effect from the close of business hours on 01 st August, 2024.

The Board placed on record it s deep appreciation for the valuable contribution made by Mr. Vengendur Srikumar Srinivasan during his tenure as an Independent Director & Chairperson of the Company.

Re-Appointment of Mr. Dharmil A Bodani (DIN: 00618333) as a Non-Executive Director subject to Retire by Rotation:

In terms of Section 152 of the Companies Act, 2013 and pursuant to the amendment in the provisions of SEBI (LODR) Regulations, 2015, Mr. Dharmil A. Bodani, Director (DIN: 00618333) of the Company, be re-appointed as a Non-Executive Director, subject to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends the same for your approval.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of Company have given the declarations that they meet the criteria of Independence as prescribed pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 25(8) and 16(1)(b) of SEBI Listing Regulations, as amended from time to time and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess the requisite qualifications, experience and expertise and they hold the highest standards of integrity.

NUMBER OF MEETINGS OF THE BOARD:

During year four (4) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

Detailed information on the meetings of the Board is included in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES OF THE BOARD:

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the SEBI

Listing Regulations. For details like composition, number of meetings held, attendance of members, etc. of such Committees, please refer to the Corporate Governance Report which forms a part of this Annual Report

FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has set a Familiarization programme for Independent Directors regarding their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company www.tcfcfinance.com . The Weblink of the same is as below:https:// www.tcfcfinance.com/Familiarisation_programme_for_Independent_Directors.pdf

BOARD EVALUATION:

During the year, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors, including the Chairman of the Board pursuant to the provisions of the Act and the SEBI Listing Regulations.

The exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors. The Chairman s performance evaluation was carried out by Independent Directors at a separate meeting.

The parameters assessed included various aspects of the Board s functioning, such as effectiveness, information flow between Board members and the Management, quality and transparency of Board discussions, Board dynamics, Board composition and understanding of roles and responsibilities, succession and evaluation, and possession of required experience and expertise by Board members, among other matters. The performance of the Committees was evaluated on the basis of their effectiveness in carrying out their respective mandates.

KEY MANAGERIAL PERSONNEL

During the year under review there was no change in the Key Managerial personnel of the Company. In terms of the provisions of Section 203 of the Act, the following are the Key Managerial Personnel (KMP) of the Company: Mrs. Tania Deol - Managing Director & CEO

Mr. Venkatesh Kamath Executive Director & CFO Ms. Zinal M Shah -Company Secretary and Compliance Officer

15. CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company s Auditors confirming compliance, forms a part of this Annual Report, as per SEBI Listing Regulations

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the provisions of SEBI Listing Regulations forms part of this Annual Report.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed, and there have been no material departures. b. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company s state of affairs as at 31st March, 2025 and of the Company s profit for the year ended on that date. c. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. The annual financial statements have been prepared on a going concern basis. e. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively. f. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the Rules made there under, the Board of Directors has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mrs. Tania Deol- Managing Director (DIN:

00073792).

The Company has identified and adopted projects as per the activities included and amended from time to time in Schedule VII of the Companies Act, 2013.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company s website at the link: https://www. tcfcfinance.com/assets/investor/CORPORATE_SOCIAL_RESPONSIBILITY_POLICY-REVISED.pdf During the FY 2024-2025, the Company has spent the amount of Rs. 734.66 thousand towards the CSR initiatives. The disclosure relating to the amount spent and the details of the activities as required under Companies. (Corporate Social Responsibility Policy) Rules, 2014 is provided in " Annexure-I " forming part of this report.

19. NOMINATION AND REMUNERATION POLICY:

In terms of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees has been formulated by the Committee and approved by the Board by Directors.

The objective of the Policy is: i. to lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive/Non-Executive/Independent) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration. ii. to specify the manner for effective evaluation of performance of Board, its committees, and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. iii. to recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel. iv. to assist the Board in ensuring that the Board nomination process is in line with the diversity policy of the Board relating to gender, thought, experience, knowledge, and perspectives.

The remuneration has been paid as per the Nomination and Remuneration Policy of the Company. The policy may be accessed on the website of the Company. The Policy may be accessed on the Company s website at the link :- https://www. tcfcfinance.com/assets/investor/NOMINATION_AND_REMUNERATION_POLICY%20REVISED%20(1).pdf

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company s Code of Conduct or Ethics Policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.tcfcfinance.com/Vigil_Mechanism_ Policy-Whistle-Blower-Policy.pdf Further, there were no complaints received from the employees of the Company under vigil mechanism for the year under review.

21. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and conducive work environment for all its employees. However, during the financial year under review, the Company had not constituted an Internal Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,as Number of women employees at workplace is below statutory threshold. The Board remains committed to fostering a respectful, inclusive, and safe working environment.

The details pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under review were:

a. 1	Number of complaints of Sexual Harassment received in the Year	0
b. 2	Number of Complaints disposed off during the year	0
c. 3	Number of cases pending for more than ninety days	0

22. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

In accordance with the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, the Company hereby confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year 2024-25.

23. STATUTORY AUDITORS & REMARKS ON AUDITOR S REPORT STATUTORY AUDITORS:

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder and RBI requirements, the Members at their Thirty Third AGM held on July 30, 2024, had appointed M/s Desai Saksena & Associates Chartered Accountants (ICAI Firm Registration Number: 102358W) as Statutory Auditors of the Company for a term of 5 (five) years, i.e., from the conclusion of 33 rd AGM till the conclusion of the 38 th AGM.

The Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, disclaimers, or adverse remarks.

Further, the Statutory Auditors have not reported any incident of fraud during the year under review to the Audit Committee of your Company.

24. SECRETARIAL AUDITOR

In terms of provisions of Section 204 of the Companies Act, 2013, and relevant rules thereunder, read with Regulation 24A of the SEBI Listing Regulation, every listed company is required to annex with its Board s Report, a secretarial audit report, issued by a Practicing Company Secretary. The Board of Directors of the Company had appointed M/s Aabid & Co., Practicing Company Secretaries, to undertake Secretarial Audit of the Company for the financial year ended 31 st March, 2025. Secretarial Audit Report issued by the Secretarial Auditor is annexed herewith as " Annexure-II " .

Securities and Exchange Board of India ( " SEBI " ) vide its notification dated 12 th December, 2024, amended the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The amended regulations require companies to obtain shareholders approval for appointment of Secretarial Auditor on the basis of recommendation of the Board of Directors. Further, such Secretarial Auditor must be a peer reviewed company secretary and should not have incurred any of the disqualifications as specified by SEBI.

The Board of Directors, on the recommendation of the Audit Committee, has proposed the appointment of Aabid & Co, Company Secretary in Practice (Firm Registration No:- P2007MH076700) as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, to conduct the secretarial audit of the Company as prescribed under the Act and the rules made thereunder.

25. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the Company has transferred a sum of 6,55,252 (Rupees Six Lakhs Fifty Five Thousand Two Hundred and Fifty Two Only) to Investor Education and Protection Fund, in compliance with the provisions of Section 125 of the Companies Act, 2013. The said amount represents dividend for the FY 2016-17 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

As per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ( IEPF Rules ), the Company has uploaded the information in respect of the unclaimed dividends as on 31st March, 2025 on the website of the Company at https://www.tcfcfinance.com/iepf-suspense-account.html Members are requested to verify their records and send claim, if any, by writing to the Company at before the amount becomes due for transfer to the said fund. Pursuant to section 124(6) of the Companies Act, 2013, as amended, and the IEPF Rules, all shares in respect of which dividend has not been paid or unclaimed for seven consecutive years or more shall be transferred to demat account of the IEPF Authority.

The Company had sent individual notice to all the Members whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisements in this regard. The details of such shares transferred to IEPF are uploaded on the website of the Company at https://www.tcfcfinance.com/iepf-suspense-account.html The Company has appointed a Nodal Officer and Deputy Nodal Officer under the provisions of IEPF, the details of which are available on the Company s website at https://www.tcfcfinance.com/contact-us.html

26. LISTING OF SECURITIES:

The Equity Shares of the Company are listed at BSE Limited (BSE). The Company has paid Annual Listing fees for the FY

2025-2026 to the stock exchanges where it is listed.

27. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is available on the Company s website at the link www.tcfcfinance.com .

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the required information is given below:

A. Conservation of Energy

The Company is not engaged in any manufacturing activity and therefore its operations are not energy intensive. However, the Company continues to take adequate measures to ensure optimum utilization and maximum possible savings of energy in its day-to-day operations.

B. Technology Absorption

Given the nature of the Company s business, there is no significant scope for absorption of any new technology. However, the Company continues to upgrade its systems and technology wherever feasible to enhance operational efficiency.

C. Foreign Exchange Earnings and Outgo

There were no foreign exchange earnings or outgo during the financial year under review.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as " Annexure-III " .

30. GREEN INITIATIVE:

The Company has adopted a Green Initiative aimed at reducing its environmental impact. In support of this initiative, members who have not yet registered their email addresses are requested to do so at the earliest.

For members holding shares in electronic form, please register your email address with your respective Depository Participant (DP).

For members holding shares in physical form, please register your email address with our Registrar and Share Transfer Agent, MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited).

This will enable the Company to send documents and communications electronically, thereby contributing to environmental sustainability.

31. OTHER DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items as they were either not applicable to the Company or there were no transactions/events on these matters during the year under review: a. No material changes and commitments affected the financial position of the Company between the end of the financial year and the date of this Report except Reduction of Share capital. b. There has been no change in the nature of business of the Company as on the date of this report. c. There was no revision in the financial statements. e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company s operations in future. f. There are no proceedings, pending under the Insolvency and Bankruptcy Code, 2016. g. There was no instance of one-time settlement with any Bank or Financial Institution.

32. ACKNOWLEDGEMENT:

The Directors express their sincere gratitude and appreciation towards all those who have contributed to the success of the Company during the past year. It is through the collective effort and dedication of many stakeholders that we have achieved our goals and milestones.

We express our sincere gratitude to RBI, SEBI, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Company s bankers for the ongoing support extended by them.

We would also like to thank our esteemed customers and shareholders. As we reflect on the accomplishments of the past year, we are deeply grateful for your unwavering support and partnership. Your loyalty and trust have been the cornerstone of our success, empowering us to overcome challenges and pursue new opportunities with confidence. We recognize the importance of your continued commitment, and we remain steadfast in our dedication to delivering value and excellence in all that we do.

Lastly, we extend our deepest appreciation to our employees, whose hard work, commitment, and innovative ideas have been instrumental in driving our growth and success. Their unwavering dedication and professionalism have played a significant role in overcoming challenges and seizing opportunities.

For and behalf of the Board of Directors

TCFC Finance Limited

	Dharmil Anil Bodani
Place: Mumbai	Chairman and Non-Executive Director
Date: 06 th August, 2025	(DIN:00618333)