TCI Finance Ltd Directors Report

To,

The Members of TCI Finance Limited,

Your Board takes pleasure in presenting the 50th Annual Report of the Company along with the Audited Accounts for the year ended March 31,2024.

BUSINESS PERFORMANCE/FINANCIAL OVERVIEW

The highlights of the Financial Results are as follows:

Particulars	F.Y. 2023-2024	F.Y. 2022-2023
Revenue from Operations	135.34	0.07
Profit/(loss)before Interest,Depreciation &Taxation	8.84	(251.03)
Financial Charges	52.31	152.97
Depreciation	-	1.54
Profit/(Loss) before tax	(43.47)	(251.03)
Exceptional Items	4.50	--
Provision for tax:
Current Tax
Deferred Tax	--	--
Tax relating to earlier years	--	--
Profit/(Loss)after tax	(47.97)	(251.03)
Balance brought forward from previous year	(2269.49)	(2158.73)
Transferred to Reserve Fund	-	-
Balance Carried forward	(2134.51)	(2269.49)

During the Financial Year 2023-24, the Company incurred a loss of Rs. (43.47) Lakhs as against the loss of Rs. (251.03) Lakhs in the previous year. The Loss after Tax is Rs. (47.97) Lakhs as against loss of Rs. (251.03) Lakhs in the previous year.

DIVIDEND

The Board has not recommended payment of dividend for the financial year ended March 31,2024.

SHARECAPITAL

The authorized share capital of the Company is Rs. 20 Crore divided into 2,00,00,000 equity shares of Rs. 10/-each and paid-up equity share capital as on March 31,2024 is Rs.12.87 Crore consisting of 12,872,493 equity shares of Rs. 10/ - each. There are 13,23,812_forfeited shares. Details of the same has been disclosed in Note No. 15 of financial statements. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights or sweat equity shares.

HOLDING, SUBSIDIARY, ASSOCIATE COMPANIES

During the period under review, the Company has No subsidiary, holding or associate Company.

DEPOSITS

The Company is a Non-Banking Finance Company and therefore the Companies (Acceptance of Deposits) Rules, 2014 are not applicable to the Company. Further the Company is a Non Deposit taking NBFC and hence has not accepted any Deposits from its members or Public during the year under review.

ANNUALRETURN

In accordance with the provisions of Section 92 of the Companies Act, 2013, a copy of the Annual Return of the Company has been placed on the website of the Company and the same can be accessed at www.tcifl.in

RESERVE

No amount has been transferred to the Reserve Fund for the year ended as on 31st March, 2024. The details of reserves of the Company are disclosed under Note 16 of the financial statements.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES

The Board met 5 times during the financial year. The meeting details are provided in Corporate Governance report that forms part of this Annual Report. All meetings were convened in compliance with the Companies Act and SEBI (LODR) Regulations.

During the year under review, there were 6 Audit Committee meetings, 3 Nomination and Remuneration committee meeting, and 1 Stakeholder Relationship Committee meeting DIRECTORS RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of the Act, directors, to the best of their knowledge and belief, state that:

? In the preparation of the Annual Accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

? The directors have selected such accounting policies and applied them consistently and made Judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.

? The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

? The directors had prepared the annual accounts on a going concern basis.

? The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

? the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of Companies Act, 2013, stating that they meet the criteria of Independence as provided in section 149(6) of the said Act and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 150 of the Act read with the applicable Rules made thereunder, the Independent Directors of the Company have registered themselves in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs, Manesar ["IICA]. The Independent Directors unless exempted, are required to pass an online proficiency self assessment test conducted by IICA within two years from the date of their registration in the IICA databank with an extension of 1 year.

Pursuant to the above, the Company has received Declarations of compliance under Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, from all the Independent Directors of the Company confirming that they have registered their names in the data bank of Independent Directors maintained with the IICA and unless exempted, also passed the online proficiency self assessment test conducted by IICA.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under section 143(12) of the Act.

DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

The Company has in place a Policy on Remuneration of Directors and the Remuneration Policy for Key Managerial Personnel and Employees of the Company in accordance with the provisions of sub-section (4) of Section 178 of the Act.

The criteria for determining qualifications, positive attributes and independence of a Director and the Remuneration Policies for Directors, Key Managerial Personnel and other employees have been discussed in detail in the Report on Corporate Governance.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company is a NBFC and therefore section 186 of Companies Act, 2013 is not applicable to the Company. The details of loans, Guarantees and investments are given in the Financial Statements.

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The main business of the Company is financing activities and all loans granted to related parties were in the ordinary course of business.

No new transactions with related parties were entered during the year pursuant to section 188 of the Companies Act, 2013.

In line with the recommendation of the Audit Committee, the Company has a policy to regulate transactions between the Company and its Related Parties, which is also in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015. This Policy is available on the website of the Company at the following link: http://www.tcifl.in/pdf/RelatedPartyTransactionPolicy.pdf

All related party transactions entered by the Company are disclosed in the note no. 41 of the financial statements. The same has been disclosed in the financial statement in compliance with Accounting Standard as applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

As the Company is not engaged in the manufacturing activity, the prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule-8(3) of the Companies(Accounts) Rules, 2014 is not provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not have any Foreign Exchange Earnings and out go in the year under review.

RISK MANAGEMENT POLICY

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Board of the Company at regular intervals monitors the financial, operational, legal risk to the Company. There is no risk, which in the opinion of the Board which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 are not applicable to the Company BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained hereunder:

The evaluation framework for assessing the performance of Directors comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Companys business/ activities, understanding of industry and global trends, etc.

The evaluations based on questionnaire was prepared which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the company, management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors who were evaluated on several parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders and knowledge acquired with regard to the Companys business/activities.

The Directors have expressed their satisfaction with the evaluation process.

MEETINGS OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors was also held during the financial year for the evaluation of the performance of Non Independent Director, performance of the Chairman of the Company and the Board as whole, taking into account the views of executive and non-executives directors. The Meetings were conducted in an informal manner without the presence of the Whole-time Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-appointment/appointment of Directors

In accordance with the requirements of the Act and the Companys Articles of Association, Ms. Meera Madhusudhan Singh (DIN:00415866) retires by rotation and is eligible for re-appointment. The resolution seeking members approval for her re-appointment forms part of the Notice.

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations has re-appointed Dr. Dhanpat Ram Agarwal (DIN: 00322861) as a Non-Executive Independent Director on the Board for a second term of 5 years, w.e.f. May 9, 2023, subject to approval of Members at this AGM.

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has approved the re-designation of Mr. Sri Ram Rajeev Kuma Yeerla (DIN: 08741595) to Non-Executive Non Independent Director to Non-Executive Independent Director on the Board for a tenure of 5 years from August 6, 2024 to August 5, 2029, subject to approval of Members at this AGM.

Based on recommendation of Nomination and Remuneration Committee and in accordance with provisions of the Act and Listing Regulations, Mr. M Sreenivasuloo (DIN: 09363406 ) and Mr. I M Usman Sheriff (DIN: 02794895) who were appointed as an Additional Directors (Non-Executive) of the Company by the Board of Directors on August 6, 2024, subject to the approval of Members. The resolution seeking members approval for his appointment forms part of the Notice.

Cessation of Director

Mr. Rajesh Kundra (DIN-08589058) Independent Director, ceased to be Director of the Company with effect from close of business hours on February 13, 2024.

Mr. Mahendra Kumar Agarwal (DIN-00179779), Director ceased to be Director of the Company with effect from close of business hours on June 24, 2024.

The Company places on record its sincere appreciation of the contribution during their tenure on the Board of the Company.

Independent Directors

In terms of Section 149 of the Act, Mr. Dhanpat Ram Agarwal, and Mr. Sri Ram Rajeev Kumar Yeerla are the Independent Directors (IDs) of the Company.

In terms of Regulation 25(8) of the Listing Regulations, all IDs have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA)

Key Managerial Personnel (KMP)

In terms of Section 203 of the Act, following are the KMP of the Company as on March 31,2024:

? Mr. Amit Kumar Ray, Manager

? Mr. Santosh Kumar Vohi, Chief Financial Officer

? Mr. S Jasminder Singh, Company Secretary

Ms. Deeksha Verma (ACS 55924), Company Secretary of the Company resigned with effect from close of business hours on November 10, 2023. The Board places on record its appreciation for the valuable contribution provided by Ms. Verma to the Company. Mr. S Jasminder Singh (ACS 20640) has been appointed as the Company Secretary and designated as KMP of the Company effective December 1,2023.

Mr. Amit Kumar Ray, was reappointed as Manager for a period of 3 years effective from April 23, 2024 till April 22, 2027. The shareholders approved the re-appointment vide postal ballot held on July 21,2024.

The term of Mr. V Santosh Kumar, Chief Financial Officer (CFO) was extended for a period of 6 months till December 31, 2024 by the Board. He continues as CFO

DECLARATION BY DIRECTORS

All the Directors of the Company have confirmed that they satisfy the "fit and proper" criteria as prescribed under Chapter XI of RBI Master Direction No. DNBR. PD. 008/ 03.10.119/2016-17 dated 1st September, 2016 and that they are not disqualified from being appointed/ continuing as Directors in terms of section 164(2) of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT OR REGULATORS

During the year under review following significant and material orders passed by the regulators:

1. Reserve Bank of India vide its letter dated 26th November, 2021 directed our company to surrender our Certificate of Registration for voluntary deregistration as NBFC. Because of the reason that we failed to keep the minimum mandatory Net owned fund (NOF). i.e Rs. Two crores. After our written request, vide letter dated 6th December, 2021 RBI granted us further time for augmenting the NOF of the Company as above mentioned. Our company is in continues correspondence with the regulatory authorities and has sought further time for making good all the compliances.

2. Further, a petition vide Petition No. CP NO. 810/241/HDB/2019 was filed by Mrs. Neera Agarwal and 2 others under Section 241 & 242 read with section 130, 213 and 244 of the Companies Act, 2013 before the National Company law Tribunal (NCLT) Hyderabad against our Company alleging oppression and mismanagement. This matter is sub- judice.

3. The CIRP has been completed in Mahendra Investment Advisors Private Limited ("MIAPL") and the company has received an amount of Rs 69.63 lakhs against the claim lodged before RP

RE-CLASSIFICTION

Company received the request from Gati Limited, Promoter Group Company for their re-classification as a Public shareholder in terms of Regulation 31A of SEBI (LODR) Regulations, 2015. The said request was approved by the Board in its meeting held on July 31,2020 and subsequently by the shareholders in their EGM held on January 30, 2021. The company has made an application to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and same is currently under process.

INTERNAL FINANCIAL CONTROLS

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the same and the work performed by the internal auditors, statutory auditors and external agencies (wherever required) and their views considered by management team and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls with reference to the financial statements were adequate and effective during the financial year 2023-24 and your Company is constantly endeavouring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your Company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended March 31,2024, which forms part to the Statutory Auditors Report.

MAINTENANCE OF COST RECORDS

The provisions of Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24, percentage increase in remuneration of each Director, Chief Financial Officer, Manager and Company Secretary during the financial year 2023-24 are as under:

Non-Executive Directors (Refer Note-1)	Ratio to median remuneration	% increase in remuneration in the financial year
Mr. Dhanpat Ram Agarwal, Chairman-Independent Director
Mr. Mahendra Agarwal, Promoter & (Non-Executive & Non-Independent Director)
Ms. Meera Madhusudan Singh, Non Executive & Non-Independent Director
Mr. Rajesh Kundra, Independent Director	-	-
Mr. Rajesh Sharma, Non-Executive & Non-Independent Director	--	-
Mr. Y S R Rajeev Kumar Yeerla, Non-Executive & Non-Independent Director
Executive Directors/KMP
Mr. Amit Kumar Ray, Manager	1:1	18%
*Ms. Deeksha Verma, Company Secretary	NA	7%
Mr. Santhosh Kumar Vohi, Chief Financial Officer	0.60:1	7%
**Mr. S Jasminder Singh	NA	--

* Ms Deeksha Verma resigned from the Company w.e.f 10th November, 2023. Hence her remuneration is not comparable.

** Mr. S Jasminder Singh was appointed as Company Secretary of the Company w.e.f 1st December, 2023. Hence, his remuneration is not comparable.

Note 1: The Company had paid only sitting fees to the Directors. Apart from sitting fees there is no other remuneration paid to the Non-Executive Directors. Therefore, the ratio to median remuneration is negligible.

ii) The percentage increase in the median remuneration of employees in the financial year:7%

iii) The number of permanent employees on the rolls of company: 4

iv) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year is not applicable as there are no non-managerial personnel whereas the increase in the percentage of managerial remuneration for the same financial year was 10.67%. The same is in line with the Industry Standards.

v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

The particulars of employees required under section 197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not furnished as there is no employee in receipt of remuneration more than the prescribed limit.

As per ministry of corporate affairs notification no: G.S.R.646(E) regarding amendment of the companies (Appointment and Remuneration of Managerial Personnel) in rule 5 sub rule (2), the statement containing particulars of top ten employees in terms of remuneration drawn as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:

a) Name of the employee	*Deeksha Verma	Amit Ray	V. Santosh Kumar	Y. Santosh	S Jasminder Singh
b) Designation of the employee	Company Secretary	Manager	CFO	Manager- Finance & Accts.	Company Secretary
c) Remuneration received; ( in lakhs)	6,12,468	12,08,004	7,29,792	21,40,020	6,66,672
d) Nature of employment, whether contractual or otherwise;	Permanent	Permanent	Permanent	Permanent	Permanent
e) Qualification and experience of the employee;	CS Exp: 3.7 years	B.Com (Hons) Exp: 19 years	M.Com Exp: 28 years	CA Exp: 14 years	CS Exp: 17 years
f) Date of commencement of employment;	14-Sept-21	03-Apr-2002	23-Aug-1994	22-Aug-2022	01-Dec-2023
g) Age of such employee;	30	44	56	40	45
h) Last employment held by such employee before joining the company	Assistant Company Secy. Prefcom Corporate Advisors LLP	Manager Accounts Gati Kausar India limited	Executive Accounts Gati Ltd.	Paradise Food Court Pvt. Ltd.	Company Secretary GI Hydro Private Limited
i) % of equity shares held by the employee in the company;	Nil	0.00 (1839 Shares)	Nil	Nil	Nil
j) Whether any such employee is a relative of any director, and if so, name of such director or manager	No	No	No	No	No

CORPORATE GOVERNANCE

Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholders information. All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2023-24. A declaration to this effect signed by the Manager & CFO of the Company is contained in this Annual Report.

The Manager & CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of SEBI, Listing Regulations, 2015

The Certificate from the Practicing Company Secretary of the Company regarding compliance of conditions of Corporate Governance is annexed to this report.

HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind your Companys vision. Your Company appreciates the spirit of its dedicated employees. AUDITORS

a) Statutory Auditors

M/s G.D. Upadhyay & Co., Chartered Accountant, Hyderabad (FRN: 005834S) were appointed as the Statutory Auditors at the 48th AGM for a period of 5 years upto the conclusion of the 53rd AGM of the Company.

The Statutory Audit Report for the year 2023-24 contains the following remarks and the explanation of the management in response of the same.

i. Auditor raised a concerned regarding claims on the Company by the lenders of Amrit Jal Ventures Private Limited and Gati Infrastructure Bhasmey Power Private Limited aggregating to Rs. 25619.80 Lakhs due to invocation of corporate guarantee given by the Company. Against the said liability, the Company during the financial year 201920, considering the disputed nature of claim and unlawful invocation of corporate guarantee made a provision of Rs. 7798.91 Lakhs. As at March 31,2024, the Company has disclosed the balance amount of liability Rs. 17820.89 Lakhs as contingent liability in its Financial Statements. In the absence of adequate basis for recognition of partial liability, in our opinion the Company ought to have recognised the lability in its books. Had the liability been recognised, the loss for the year and accordingly the other equity will be higher by Rs. 17820.89 Lakhs.

Board Comment:

Response of the management is however given in note no. 29 of the financial statements.

ii. Further, regarding the invocation of Companys investment in equity shares of Gati Limited pledged as security for the credit facilities availed from Godavari Commercial Services Private Limited (Godavari), one of the lenders to the Company. However, the Company continued to present the said equity shares as investment at fair value as at March 31,2022 despite invocation for the reasons stated in the said note. Fair value of the invoked shares considered as an asset aggregates to Rs. 930.25 Lakhs. Considering that investments have been sold, the auditors have given a remark in their Audit report that they were unable to comment on the appropriateness of presentation of fair value of said equity shares as investments in the financial statements. Further in view of the uncertainty relating to recoverability of the said investment, auditors unable to comment on the impact, if any, on the loss for the year and other equity as at March 31,2024.

Board Comment:

Response of the management is given in note no. 28(i) of the financial statement.

iii. The investments in equity shares of the Company held in Gati Limited pledged for the facilities availed by Amrit Jal Ventures Private Limited (AJVPL). The lenders of AJVPL invoked the pledge and realized their dues. However, the Company continued to treat the said equity shares as investment at fair value as at March 31, 2024 despite invocation for the reasons stated in the said note. Fair value of the invoked shares considered as an asset which aggregates to Rs.774.41 Lakhs Considering that investments have been sold, we are unable to comment on the appropriateness of presentation of fair value of said equity shares as investments in the financial statements. Further in view of the uncertainty relating to recoverability of the said investment, we are unable to comment on the impact, if any, on the loss for the year and other equity as at March 31,2024.

Board Comment:

Response of the management is given in note no. 28(iii) of financial statement.

iv. The preparation of financial statements by the management on a going concern basis for the reason stated therein. In the absence of sufficient and appropriate evidence and the liabilities devolved on the Company upon invocation of guarantees by the lenders of other entities, in our opinion, preparation of financial statements on a going concern is not appropriate. Hence, we are unable to comment on the effect on carrying value of assets and liabilities had the financial statements been prepared not as a going concern.

In view of the matters reported at para (a) to (d) above and considering cumulative effect of these matters on the carrying values of assets and liabilities as at end of the year, we are unable to comment on the effect on the loss for the year ended and the retained earnings, had these matters been given effect in the financial results and financial information for the current year.

Board Comment:

Response of the management given in the note no. 33 of the financial statement.

v Note no 31 regarding non recognition of interest expense of Rs.62.44 Lakhs for the year ended March 31,2024 for the reasons stated in the said note. The interest expense not recognised, up to March 31,2024 aggregates to Rs.398.31 Lakhs. Consequently, loss for the year is lower by Rs.62.44 Lakhs and Other Equity (negative balance) and borrowings are lower by Rs.398.31 Lakhs.

vi. The Company has received communication from RBI regarding non-reporting of matters reported at para (b), (c) and (d) above and a direction to account the same in the financial statements of March 31,2020. As the Company received the complaint, post the audit of March 31,2021, the Company has submitted the revised financial position [i.e. special purpose reporting] by adjusting the above-said qualifications. The financial statements for the current year do not include any adjustments contained in the directions of the RBI. We are unable to comment on effect on presentation and disclosures in the financial Statements the Company followed the directions of the RBI.

Board Comment:

Further, Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. Further details are also disclosed at various places in this Boards Report.

b) Secretarial Auditors

Pursuant to the provisions of section 204 of the Act and the Rules made thereunder, the Board has appointed M/s Tapasvilal Deora & Associates, Practicing Company Secretary (M. No. 9813, CP No. 13087), to undertake the secretarial audit of the Company. The Secretarial Audit Report for the year 2023-24 as issued by him in the prescribed form MR-3 is annexed to this Report.

Pursuant to amendments under SEBI Listing Regulations, 2015 and SEBI circular dated 8 February 2019, a report on secretarial compliance as required under regulation 24A is being submitted to stock exchanges as obtained from M/s Tapasvilal Deora & Associates for the financial year 2023-24.

The Secretarial Auditors raised the following concerns in their report for the financial year 2023-24:

Secretarial Audit Report:

1. The Company has delayed payment of Annual Listing Fee to BSE and NSE

Board Comment: The Company would in future pay the Annual Listing Fee on or before due dates

2. The Company has not appointed of an executive Director

Board Comment: The Company has appointed Manager under sec 196 of the Companies Act, 2013. Section 196 contemplates appointment of either MD, WTD or Manager, Besides Manager, the Company also has CFO and CS as KMP.

3. (i) The tenure of Mr. Dhanpat Ram Agarwal (DIN: 00322861), Independent Director and Chairman of the Company concluded on 08.05.2023

(ii) On account of conclusion of tenure of Mr. Dhanpat Ram Agarwal (DIN: 00322861), Independent Director, the Board did not have 6 directors during the year.

(iii) The composition/ constitution of Audit Committee (Regulation 18), NRC, and SRC was improper on account of conclusion of term of Dr. Dhanpat Ram Agarwal.

Board Comment: The Company is taking necessary steps for reappointing the Director w.e.f 09.05.2023 in the ensuing AGM

4. The Policy on Related party transactions has not been reviewed/ updated in the last 3 years

Board Comment: The Company placed the policy for review of board members in the meeting held on 6th August, 2024.

5. The Company has not submitted prior intimation to BSE of Board Meeting held on 11.05.2023 Board Comment: The Company inadvertently missed submitting the said disclosures to BSE.

6. Non-submission of prior intimation in XBRL mode for the Board Meeting held on 11.05.2023 to BSE and NSE;

Board Comment: The Company inadvertently missed submitting the said disclosures in XBRLmode and would be careful going forward

7. Requisite prior intimation as required under the said regulation for consideration of financial results not given

Board Comment: The Company gave 1 day less intimation due to inadvertence and would be careful going forward.

8. Failure to disclose the outcome of Board Meetings within 30 minutes Board Meeting dates: 11.05.2023 and 08.11.2023

Board Comment: The delay in submission of financial results were due to technical glitches at the Companys end.

9. (a) Statutory Auditors of the Company were not a ICAI Peer Reviewed firm for most of the Year

(b) Financial Results not submitted in the prescribed format

Board Comment: The Statutory Auditors had subjected themselves for Peer Review, however they received the certificate w.e.f. 07.02.2024. The Company inadvertently missed using the correct formats.

10. The Company is not in compliance with respect to certain regulations of SEBI (LODR) Regulations, 2015 on account of non-submission, delayed submission and incomplete submission of following disclosure

a) Delayed submission of Audit Report along with Financial Results for the year ended 31.03.2023.

b) Delayed filing of various disclosures in XBRL mode i.e. XBRL not filed within 24 hours of disclosure in PDF mode;

c) Not disclosed required details pertaining to Large Entities as required under said circular;

d) Website is not updated

e) Delayed disclosures on NSE and non-disclosure on BSE

f) The Company Compliance Certificate submitted by the Company to BSE and NSE has been signed only by the RTA and not by the Company Secretary of the Company

g) Non submission of letter of resignation of Company Secretary

h) Non Submission of intimation of Book Closure in XBRL mode for 28.09.2023 and Non filing of impact of Audit Qualifications for 31.03.2023 in XBRL mode

i) Delayed disclosures in case the value of transaction exceeds Rs. 10 Lakh as per Regulation 7(2) of SEBI (PIT). Board Comment: Company is in process of devising proper checks and balances to avoid these lapses.

11. The Company has not complied with certain applicable accounting standards as mentioned herein

Board Comment: The Company is of the opinion that the accounting practices followed arein the best interest of the Company.

12. The Company has generally delayed in Updation of entries in Structured digital database.

Board Comment: The entries in the Structured Digital Database are entered immediately barring for few instances.

13. Related party transactions without the prior approval of audit committee and shareholders

Board Comment: The transactions were approved by Board and ratified by Audit Committee. The transactions were placed before the members, however the shareholders rejected certain resolutions.

14 The Company has not obtained annual disclosures from all Designated persons in terms of Clause 14 of Schedule B of SEBI (PIT) Regulations, 2015 and has obtained incomplete disclosures from few Designated persons.

Board Comment: Company is in process of devising proper checks and balances to avoid these lapses.

16. (i) The Company has filed Form DNBS-02 for FY 2022-23 with a delay and not filed Form DNBS-10 for FY 2022

2023 with the Reserve Bank of India;

(ii) The Company has not reported appointment/ changes in Directors/ Principal Officers with the Reserve Bank of India;

(iii) The Board has not passed a resolution confirming non-acceptance of public deposits within 30 days of the commencement of the financial year as required under the Master Circular - "Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998" and that the said resolution was passed in the Board Meeting held on May 11,2023;

(iv) The Company has not submitted the Annual Report for FY 2022-23 to RBI;

Board Comment: Company is in process of devising proper checks and balances to avoid theselapses.

17. The Company has had several discussions regarding the attainment of minimum Net own fund ("NOF") and has requested for further extension of period to fulfil the requirement of minimum NOF;

Board Comment: The Company has requested RBI for extending the time for attaining minimum NOF till 31 st March, 2025.

18. (a) The tenure of Mr. Dhanpat Ram Agarwal (DIN: 00322861), Independent Director and Chairman of the Company concluded on 08.05.2023, the Board however continued him and he continued under the same designation and hence the Company is not in compliance with Section 149 of the Act;

(b) On account of conclusion of tenure of Mr. Dhanpat Ram Agarwal (DIN: 00322861), Independent Director, the composition/ constitution of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee was not in accordance with Section 177 and 178 of the Act;

(c) The Company has not filed Form GNL 2 with the Registrar for the AGM held on September 28, 2023 as required under 3(A)(XV) of MCA General Circular No. 14/2020 dated April 08, 2020 (read with subsequent related circulars);

(d) The Notice calling Board Meeting(s) where in Related Party Transactions were deliberated did not have disclosures as required under Section 188 of the Act read with rules made thereunder;

(e) The remuneration of Mr. Amit Kumar Ray, Manager of the Company was increased w.e.f. April 01,2023 in the Board Meeting held on November 08, 2023, however the approval of members as required U/s. 196(4) of the Act was not obtained

Board Comment: Company is in process of devising proper checks and balances to avoid these lapses.

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report. There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, 2015 the company has framed its whistle Blower/vigil mechanism policy.

The Vigil Mechanism policy/Whistle Blower policy provides a mechanism for the Directors/employees of the Company to report, without fear of victimization any unethical behavior, suspected or actual fraud violation of the Code of Conduct, etc. which are detrimental to the organisations interest.

The purpose of Whistle Blower Policy is to allow the Directors and employees to raise concerns about unacceptable improper practices and/or any unethical practices and/or other genuine concerns being followed in the organization without the employees being necessarily required to inform their superiors and to create awareness amongst employees to report instances of leak of unpublished price sensitive information.

The mechanism protects the whistle blower from any kind of discrimination, harassment, victimization or any other unfair employment practice. The directors in all cases and employees in appropriate or exceptional cases have direct access to the chairman of the audit committee. The company affirms that no employee has been denied access to the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company at :http://www.tcifl.in/pdf/ VigilMechanismPolicy.pdf.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters along with details of number of programmes and number of hours spent by each of the Independent Directors during the Financial Year 2023-24, in terms of the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on the website of the Company and can be accessed at the web-link: https:// http:www.tcifl.in/investors/famailarisationProgramme.

ACCOUNTS OF SUBSIDIARY

The Company does not have any Subsidiary.

LISTING

The Companys shares are trading in the dematerialized form on BSE ltd and NSE ltd, both having nationwide terminals. The particulars of Shareholding Pattern, Distribution of Shareholding and Share prices are mentioned separately in the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

MDA is provided as a separate in the annual report.

PRESENTATION OF FINANCIAL STATEMENTS

As per notification no.G.S.R.365(E) dated 30th March 2016,issued by Ministry of Corporate Affairs (MCA) in exercise of power conferred to it under section 133 read with section 469 of the Companies Act, 2013, NBFCs having net worth of Rupees five hundred crore or more are required to comply with the Indian Accounting Standards (Ind AS) in preparation of their financial statements and quarterly financial results for the accounting periods beginning on or after 1st April 2018 with effective transition date of 1st April 2017.

Further, MCA, in exercise of its power under sub-section (1) of section 467 of the Companies Act, 2013, amended Schedule III to Companies Act, 2013, vide the amendment, a new division,viz.Division III financial statement format was introduced for Non-Banking Financial Companies effective from 11thOctober 2018.

Accordingly, the financial statements of the Company are prepared as per IND AS.

COMPLIANCE OF SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards

i.e. on meetings of the Board of Directors (SS-1) and general meetings (SS-2) read with the MCA circulars granting exemptions in view of the COVID -19 pandemic, issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Disclosure of agreements binding the Company- No agreements are there which binding on the Company.

GENERAL

i) During the year under review there was no change in nature of business.

ii) Material Changes and Commitment effecting the financial position of the Company.

The CIRP initiated against Mahendra Investment Advisors Private Limited ("MIAPL") before NCLT, Hyderabad Bench has been completed and the Company has received an amount of Rs 69.62 Lakhs towards the claim lodged before IRP as final settlement.

iii) Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the year under review there were no cases filed under the Act. The Company is not required to form Internal Complaint Committee;

iv) There is no proceeding pending against the Company under the Insolvency and Bankruptcy code, 2016; x) There was no instance of one-time settlement with any Bank or financial institution.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the support and cooperation, which the Company continues to receive from its clients, Banks, Government Authorities, Financial Institutions and associates and are grateful to the shareholders for their continued support to the Company. Your Directors place on record their appreciation for the contributions made and the efforts put in by the management team and employees of the Company at all levels.

	By Order of the Board
	For TCI FINANCE LIMITED
	Dhanpat Ram Agarwal
Hyderabad	Chairman
August 06, 2024	(DIN:00322861)