TCFC Finance Ltd Directors Report

To the Members of,

TCFC FINANCE LIMITED

The Directors have pleasure in presenting the 33rd Annual Report of the Company together with the Audited Annual Accounts for the year ended March 31,2024.

1. FINANCIAL RESULTS

(Amount in Lakhs)

	Year ended march 31, 2024	Year ended march 31, 2023
Total Revenue from operations	1746.95	186.18
Profit/(Loss)before tax	1611.45	94.00
Less: Provision for Tax	382.35	33.95
Net Profit/(Loss) after tax	1229.10	60.04
Other Comprehensive Income	1.30	1.93
Total Comprehensive Income	1230.41	61.97

2. OPERATIONS

Compared to the previous years Profit of Rs. 60.04 Lakhs , this year, your company has earned a profit of Rs.1611.45 Lakhs before provision of tax and after deducting tax it comes to a profit of Rs 1229.10 Lakhs

3. DIVIDEND:

Your directors have recommended a dividend of Re1.80 paise per share (18%) on the Paid up Equity shares of face value of 10/- each for the FY 2023-2024 , to those shareholders whose name appear on the Register of members as on 23rd July, 2024, subject to the approval of members at the ensuing Annual General Meeting.

As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend from time to time after deduction of tax at source.

4. TRANSFER TO RESERVES:

The Company has transferred Rs.245.82 Lakhs to the statutory reserves during the year 2023-2024 in compliance with the provisions of Section 45-IC of The Reserve Bank of India Act, 1934.

5. SHARE CAPITAL:

a. Authorized Capital

The Authorized share capital of the Company as on 31st March 2024 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 31^st March 2024 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, at the Board Meeting held on 28th March, 2024, the Board of Directors approved a scheme of arrangement under section 66 of the Companies Act, 2013 for Capital Reduction of 5,33,334 shares of face value Rs. 10/- each. This scheme is subject to approval of the Stock Exchange, Shareholders, National Company Law Tribunal (NCLT) and/or other such competent authority, as may be applicable. The effective date of the scheme shall be 1st April, 2024.

6. DEPOSITS

Being a non-deposit accepting NBFC Company, your Company has not accepted any deposits from the public / members under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

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

Your directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

8. material changes and commitments:

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which this report relates and the date of the report.

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

There are no significant material orders passed by the Regulators/Courts that would impact on the concern status of the Company and its future operations.

10. INDUSTRIAL RELATIONS

The industrial relations of the Company continued to be cordial throughout the year.

11. 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.

12. 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 arms 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 28 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 Companys website at http://www.tcfcfinance.com/wp-content/uploads/2018/07/Policy_on_Related_ Party_Transcations-revised.pdf

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL COMPOSITION:

At present, the Board is comprised of 7 directors, out of which 4 are independent directors.

Re-appointment/Appointment & Cessation:

Noted cessation of Mr. Atul M Desai (DIN: 00019443) as an Independent Director & Chairperson of the Company after completion of second term in the Company:

The Board noted cessation of office of Mr. Atul M Desai (DIN: 00019443) 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 31^st March, 2024.

The Board placed on record its deep appreciation for the valuable contribution made by Mr. Atul M Desai 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 re-appointment. The Board recommends the same for your approval.

Continuation of Appointment of Mr. Venkatesh Kamath (DIN: 00042866) for a term of five years as an Executive Director of the Company:

Pursuant to SEBIs amendment dated July 15, 2023, applicable with effect from April 1,2024 read with Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the continuation of a Director serving on the Board of Directors of a listed entity shall be subject to the approval by the Members at a general meeting at least once in every five (5) years from the date of their appointment or reappointment, as the case may be.

Further, the continuation of director serving on the Board of Directors of a listed entity as on March 31, 2024, without the approval of the Members for a period of last five (5) years or more shall be subject to the approval of Members in the first general meeting to be held after March 31,2024.

Therefore, Mr. Venkatesh Kamath (DIN: 00042866) can continue as Director of the Company w.e.f. March 31, 2024 only if Members approve continuation of his appointment as Director of the Company.

Furthermore, pursuant to provisions of section 203 of the Companies Act, 2013 and rules therein, Mr. Venkatesh Kamath shall also continue to act as a Chief Financial Officer of the Company.

The Board recommends the same for your approval.

Re-appointment of Mr. Pranav S. Jasani (DIN:01898059) an Independent Director for a second term of five years:

The Company had passed a special resolution via Postal Ballot confirming re- appointment of Mr. Pranav S Jasani (DIN:01898059) as an Independent Director of the Company for a second term of five years with effect from 2^nd August, 2024 to 1^st August 2029 (both days inclusive).

Regularisation of Appointment of Mr. Ashish Singh (DiN: 10177465) as an independent Director of the Company:

Mr. Ashish Singh was initially appointed as an Additional Independent Director by the Board of Directors in the Meeting convened on 13^th February, 2024. Further, The Members of the Company has approved regularisation of the appointment of Mr. Ashish Singh as an Independent Director of the Company for a term of five years with effect from 13^th February, 2024 to 12^th February, 2029 (both days inclusive) by way of a special resolution passed by the Postal Ballot.

Regularisation of Appointment of Ms. Jaya Virwani (DIN: 10484924) as an Independent Director of the Company:

Ms. Jaya Virwani was initially appointed as an Additional Independent Director by the Board of Directors in the Meeting convened on 13^th February, 2024. Further, The Members of the Company has passed a special resolution via Postal Ballot for regularisation of the appointment of Ms. Jaya Virwani as an Independent Director of the Company for a term of five years with effect from 13^th February, 2024 to 12^th February, 2029 (both days inclusive).

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.

Further, the independent directors have also complied with the requirement of registration of Independent Director with IICA portal.

NUMBER OF MEETINGS OF THE BOARD:

During the year five (5) 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:

http://www.tcfcfinance.com/wp-content/uploads/2018/07/Familiarisation_programme_for_Independent_Directors.pdf

BOARD EVALUATION:

In terms of the provisions of the Companies Act, 2013 and SEBI Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board functioning like composition of the Board and its committees, culture, execution and performance of Specific duties, obligations and governance.

The Board carried out an annual performance evaluation of its own performance, individual directors as well as the working of the committees of the Board. The performance evaluation of Board and committees was carried out by the Board after seeking all inputs from all the directors on the basis of criteria such as composition, structure, effectiveness and functioning of the Board and its respective committees.

The performance evaluation of the individual directors was carried out by the entire Board excluding the director being evaluated.

In the separate meeting of independent directors, performance evaluation of the chairman and the non-independent directors and Board as a whole was carried out taking into account views of executive and non-executive directors. The overall performance of Chairman, Executive Directors, Non-Executive Directors, Board and Committees of the Board was found satisfactory.

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

Miss. Kinjal Sheth -Company Secretary and Compliance Officer

14. CORPORATE GOVERNANCE REPORT

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

15. 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 Companys state of affairs as at 31st March, 2024 and of the Companys 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.

16. 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 Companys website at the link: http://tcfcfinance.com/wp-content/ uploads/2015/06/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY-TCFC-Finance-Ltd-PDF.pdf

During the FY 2023-2024, the Company has spent the amount of Rs. 12.12 Lakhs 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-M" forming part of this report.

17. 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 Companys website at the link http://www.tcfcfinance.com/ wp-content/uploads/2020/08/NOMINATION_AND_REMUNERATION_POLICY-.pdf

18. 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 companys Code of Conduct or Ethics Policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.tcfcfinance.com/wp-content/uploads/2018/07/WhistleBlowerPolicyVigilMechanismPolicy.pdf

Further, there were no complaints received from the employees of the Company under vigil mechanism for the year under review.

19. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, prohibition and REDRESSAL) ACT, 2013

During the financial year 2023-2024, the Company has not received any complaint of sexual harassment against women employees of the Company.

20. STATUTORY AUDITORS & Remarks ON AUDITOR S REPORT STATUTORY AUDITORS:

At the Companys 28^th Annual General Meeting held on 2^nd August, 2019 M/s GMJ & Co LLP (Firm Registration No. 103429W)), Chartered Accountants were appointed as statutory Auditors of the Company for a period of 5 years till the conclusion of 33^rd Annual General Meeting. Their Tenure of 5 years gets completed at the ensuing AGM.

After retirement of the present Statutory Auditors, The Board of Directors have received the consent for the appointment of M/s. Desai Saxsena & Associates, (Firm Registration No. 102358W) as the Statutory Auditor of the Company for a period of five years, from the conclusion of (33^rd) ensuing Annual General Meeting until the conclusion of 38^th Annual General Meeting in the year 2029 at a remuneration of as maybe fixed by the Board of Directors of the Company.

The aforesaid auditors are eligible for appointment and have communicated their consent to act as such. The proposal regarding the appointment of the aforesaid auditor is placed for your approval, The Board of directors recommends their appointment.

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.

21. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Aabid & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the FY 2023-24. The Report of the Secretarial Audit carried out is annexed herewith as "Annexure III".

The Secretarial Audit report, as issued by the auditors in Form MR-3 does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

The Board has on the recommendation of the Audit Committee re-appointed M/s. Aabid & Co., Practicing Company Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the FY 2024-2025.

22. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.

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

During the year under review, your Company has transferred a sum of Rs. 699,611(Rupees Six Lakhs ninety-nine thousand six hundred and eleven 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 2015-16 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 31.03.2023 on the website of the Company at www.tcfcfinance.com

Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the Demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs. Accordingly, the Company has transferred 34,610 Equity Shares of face value Rs. 10 /- per share to the demat account of the IEPF Authority during FY 2023-2024.

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 Company has appointed a Nodal Officer and Deputy Nodal Officer under the provisions of IEPF, the details of which are available on the Companys www.tcfcfinance.com

24. 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 2024-2025 to the stock exchanges where it is listed.

25. ANNUAL RETURN:

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2024, shall be filed within 60 days of ensuing Annual General Meeting and will be available on the website of the Company at www.tcfcfinance.com

The Company has placed a copy of annual return of the financial year 2022-2023 on its website at www.tcfcfinance.com

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS And OUTGO

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

There was no foreign exchange transaction entered into by the Company during the year under review.

27. 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-I".

28. GREEN INITIATIVE:

Your Company has considered and adopted the initiative of going green minimizing the impact on the environment. To support the companys ‘Green Initiative, members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with our Registrar and Share Transfer Agent- M/s Link intime India Private Limited (RTA) in case the shares are held by them in physical form.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT GLOBAL OUTLOOK

The World Economic Outlook Report of April 2024 from IMF describes the Global Economic situation as "Steady but Slow". It says as global inflation has descended from its mid-2022 peak, economic activity has grown steadily. Growth in employment and incomes have held steady, resulting in increased consumption demand. The unexpected growth in consumption is a residual effect of the substantial savings accumulated by households during the pandemic.

Global growth, estimated at 3.2 percent in 2023, is projected to continue at the same pace in 2024 and 2025. Global headline inflation is expected to fall from an annual average of 6.8 percent in 2023 to 5.9 percent in 2024 and 4.5 percent in 2025.

Oil prices have remained volatile having risen to near the $90 per barrel-mark, with supply worries high given the escalating Middle East tensions between Iran and Israel and back-to-back attacks on energy infrastructure between Ukraine and Russia. The price has since corrected but remains above USD 80-85.

Having said the aforesaid, the global supply is being constrained by producers to even with supply.

Economic situation :

india: India continues to shine as a bright spot. It is the fifth-largest economy in the world and is poised to retain its position as the worlds fastest-growing major economy. Its GDP growth remained buoyant at 7.3% in FY 2023-24 as against 7.2% in FY 2022- 23 was supported by robust domestic demand, moderate inflation, a stable interest rate environment, and strong foreign exchange reserves. The International Monetary Fund (IMF) commended Indias economic resilience, robust growth, and notable progress in formalization and digital infrastructure.

Indias economic outlook is optimistic as it reaps the benefits of demographic dividend, physical and digital infrastructure enhancements, increased capital expenditure and the governments proactive policy measures such as Production Linked Incentive (PLI) Schemes. According to the IMF, the Indian economy is expected to expand steadily at 6.5% in 2024.

INDUSTRY OVERVIEW AND FINANCING

The Non-Banking Financial Companies (NBFCs) in India have been pivotal in bridging the credit gap for various segments of the economy, notably the Micro, Small, and Medium Enterprises (MSMEs) and the underbanked populations. These institutions have complemented the traditional banking sector by offering financial services tailored to the unique needs of their clients, leveraging their extensive geographical reach and quick service delivery.

The NBFC sector is witnessing a resurgence post-pandemic, with anticipated credit growth rates of 13-14% for FY 2024. The industry is also seeing the emergence of new NBFCs focusing on niche customer segments, a trend likely to continue in the foreseeable future. The pandemic has accelerated technology adoption and changed consumer behaviors, making it feasible for NBFCs to operate without extensive physical networks, reducing the capital requirements traditionally associated with setting up financial services institutions.

Indias robust economic growth, expected at 6.21% for FY 2024, is underpinned by strong domestic demand alongside notable expansions in the manufacturing and services sectors. This growth trajectory is anticipated to sustain a vigorous demand for credit, particularly among MSMEs and retail sectors, with projections indicating a Growth rate of 13-14% in credit demand. NBFCs, with their flexible and diverse business models, are well-positioned to meet this demand efficiently.

The transformative shift in Indias financial services landscape over recent years, driven by digital innovations such as neo- banking, digital authentication, the proliferation of the Unified Payments Interface (UPI), and increased mobile internet usage, has redefined the dynamics of financial services, especially credit. The modularization of financial services facilitated by these advancements has empowered NBFCs to offer specialized and accessible financial products.

Between FY 2023 and FY 2025, the NBFC sector is expected to witness a Compound Annual Growth Rate (CAGR) of 13- 15% in credit extension. This growth is a testament to the sectors resilience and reflects its crucial role in supporting Indias economic development by enhancing formal credit penetration among underserved populations.

Opportunities and Threats

Your Company, being an investment Company, seeks opportunities in the capital market. The volatility in stock indices in the financial year under report represents both an opportunity and challenge for the Company.

As a long-term strategy, the Company has made investments in equities, mutual funds and fixed income securities and is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders value.

In conclusion, FY24 started with optimism, with your Company garnering good returns. Going forward, Our focus will be towards ensuring that our performance is consistent, predictable, and sustainable.

Segment Wise / Product Wise Performance

The Company operates in single business segment i.e. NBFC, it has witnessed considerable growth in the last few years and is now being recognized as complementary to the banking sector due to implementation of innovative marketing strategies, introduction of tailormade products, customer-oriented services, attractive rates of return on deposits and simplified procedures, etc.

Your Company is engaged only in investment activities and no other business activities. Hence, the requirement of segment- wise reporting is just for one segment.

• Business Outlook

The Company is mainly engaged in the business of financing and investment in bodies corporate to yield greater revenue for its stakeholders. The Management of the Company is looking for a steady growth of the Company and aims at maximizing the shareholders wealth by way of earning maximum profits at low investment costs.

• Risks and areas of concern

Managing risk is fundamental to the financial services industry and it is key to ensure sustained profitability and stability. In a rapidly changing economic, geo- politics, regulatory and financial environment, your Company has continued to leverage on its strong risk management capabilities. As your companys business is purely into investment activities, the capital market developments may affect the gains and profitability of the Company.

The Company continuously evaluates its investments in investee companies to ensure that the same meets the objective of ensuring maximization of value to all its stakeholders in a prudent manner. The Company expects to make full use of the growth opportunities available to it. However, the challenge remains in being able to leverage these initiatives to carve out a space in the competitive industry, within the regulatory and compliance framework.

• internal Control Systems and Adequacy

The Company has a satisfactory internal control system. The adequacy of the internal control system is reviewed by the Audit Committee of the Board of Directors. Your Company has taken proper and sufficient care for the maintenance of adequate accounting records as required by various Statutes. Internal Auditors, the Audit Committee and Statutory Auditors have full and free access to all the information and records considered necessary to carry out their responsibilities.

• Human Resources:

The Companys current activities do not require engagement of significant human resources. However, requisite qualified and experienced personnel have been engaged to take care of organization need of human resource. The Company will engage requisite human resources as and when required.

• Future Outlook

The future growth of the NBFC sector in India will be shaped by a confluence of factors, including policy support, regulatory oversight, and the continued digitization of the financial value chain. These elements will collectively contribute to the sectors ability to support the broader narrative of Indias economic expansion, making NBFCs indispensable to the nations growth story.

In navigating the complexities of the global market landscape, our commitment remains steadfast in delivering sustainable value and preserving shareholder interests. Our investment strategies emphasize security selection, diversification, and a balanced approach to capitalize on emerging trends while safeguarding against potential risks.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis that address expectations about the future, including but not limited to statement about Companys strategy for growth, product development, market position, expenditures and financial results are forward looking statements and these forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations, include among others, economic conditions affecting demand/supply and price conditions in global and domestic markets, changes in government regulations, Tax laws and other statutes and incidental factors.

30. ACKNOWLEDGEMENT:

The Board of Directors thanks Reserve Bank of India, all other Banks, Stock Exchange of Mumbai and Shareholders for their continued support besides employees at all levels.

	By Order of the Board
	For TCFC Finance Limited
	Vengendur Srikumar Srinivasan
Place: mumbai	Chairman
date: 13th may, 2024	(DIN:00051233)