Times Guaranty Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 34^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

Financial / Operational Performance of the Company

The Company’s financial/ operational performance, for the year ended 31^st March, 2024 is summarized as below: (Rs. in Lakhs)

Particulars	Financial year ended 31st March, 2024	Financial year ended 31st March, 2023
Total Income	325.35	198.41
Less: Total Expense	89.03	91.06
Profit / (Loss) before Tax	236.32	107.35
Less: Tax Expense (Current Tax)	57.10	13.70
Other Comprehensive Income /(Loss)	(1.36)	0.90
Profit / (Loss) for the year after Tax	177.86	94.55

 

Key Financial Ratios	Financial year ended 31st March, 2024	Financial year ended 31st March, 2023	Change
Current Ratio	14	22	(8)
Operating Profit Margin	0.73	0.55	18
Net Profit Margin	0.55	0.48	7

During the year, your Company has earned a profit Rs. 177.86 Lakhs as against Profit of Rs. 94.55 Lakhs for the last year. Increase in profit was mainly on account of increase in interest income.

Operating Profit Margin on 31^st March, 2024 and Net Profit Margin ratios increased mainly on account of increase in income in current year as compared to last year.

Variation In Net Worth

The Net worth of the Company as on 31^st March, 2024 was Rs. 4,543.13 Lakhs as compared to Rs. 4,365.29 as on 31^st March, 2023. The increase in net worth was due to an increase in profits of the Company.

Since, the Company is a Non-deposit Accepting Non-Banking Financial Company and is engaged only in Investment activity of its owned funds, Debtors

Turnover Ratio, Inventory Turnover Ratio, Interest Coverage Ratio and Debt Equity Ratio are not applicable to the Company.

Segment-Wise or Product-Wise Performance

The Company is primarily engaged only in investment activities. The Company’s present business is to invest own funds in safe debt instruments / eligible deposits.

Key financial and operational highlights indicating the performance of the Company are mentioned above.

Disclosure of Accounting Treatment

In the preparation of Financial Statements there was no treatment followed which was different from that prescribed in the applicable accounting standards.

Dividend

Your Directors do not recommend any dividend on the Share Capital of the Company for the year under review.

Reserves

During the year, the Company has transferred Rs. 36 Lakhs to the statutory reserve created under Section 45-IC of the Reserve Bank of India Act, 1934.

State of Company Affairs and Outlook

During the year under review, your Company has earned a profit of Rs. 177.86 Lakhs as against profit of Rs. 94.55 Lakhs for the previous year. The Company would continue with its present business activities i.e. to invest own funds in safe debt instruments / eligible deposits.

Share Capital

As on 31^st March 2024, the Company’s paid-up Equity Share Capital was Rs. 8,99,31,490/- divided into 89,93,149 Equity Shares of Rs. 10/- each.

Update on Change of Control and Management of the Company

The Holding Company, Bennett, Coleman and Company Limited had entered into a Share Purchase Agreement in December 2023 with Team India Managers Limited, Surajkumar Saraogi, Sharda Omprakash Saraogi and Karan Surajkumar Saraogi (‘Acquirers’) to sell its entire shareholding in the Company (67,37,399 equity shares representing 74.92% of the voting share capital) at Rs. 50.01 per share, subject to receipt of requisite regulatory and other approvals. Securities and Exchange Board of India (SEBI), vide its letter dated 20^th March, 2024, provided its final comments on the Draft Letter of Offer (DLOF). The comments received vide the SEBI

Observation Letter will be suitably incorporated in the final Letter of Offer. Being a Base Layer NBFC, the Company requires prior approval from the Reserve Bank of India (RBI) for change in control and management of the Company. The Company had made requisite application in January 2024 to the RBI and is awaiting approval. In respect of this share purchase transaction, and in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011, the Acquirers are required to conduct an Open Offer to the public shareholders of the Company. Requisite Public Announcement has been made by the Acquirers to acquire 22,55,750 equity shares of the Company from the Public Shareholders at price of Rs. 73.25/- per share.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Overview

Times Guaranty Limited (‘TGL’) is registered with the Reserve Bank of India (‘RBI’) as a Non-Deposit Accepting, Non-Banking Financial Company and is an Investment Company.

Industry Structure and Developments Global Economic Scenario:

The global economic scenario presents both challenges and opportunities for Non-Banking andFinancial Companies (NBFCs). NBFCs continue to navigate a landscape, marked by evolving regulatory frameworks, changing consumer behavior and shifting market dynamics. The ongoing low-interest-rate environment has implications for funding costs and profitability, influencing NBFCs management practices. Geopolitical tensions and trade uncertainties may impact global financial markets, potentially affecting NBFCs access to capital and international expansion plans. Nevertheless, the growing demand for credit and financial services, coupled with technological advancements, offers avenues for NBFCs to innovate and diversify their product offerings, fostering resilience and sustainable growth in a dynamic global economy.

Indian Economic Scenario:

As of 31^st March, 2024, the Indian economic scenario presents a mix of opportunities and challenges for NBFCs. NBFCs are adapting to evolving regulatory frameworks, including measures aimed at enhancing financial stability and consumer protection. The liquidity situation has improved compared to previous years, but challenges persist, particularly in terms of funding costs and asset quality management. Technological advancements and digitalization are reshaping the NBFC landscape, offering avenues for innovation and improved customer engagement. Overall, while navigating through uncertainties such as geopolitical developments and domestic policy changes, NBFCs are focused on leveraging opportunities for sustainable growth and financial inclusion in the Indian

Industry Overview – NBFC:

l Regulatory Landscape: NBFCs are adapting to evolving regulatory norms, including stricter compliance requirements aimed at enhancing financial stability and consumer protection

l Liquidity situation: While the liquidity situation has improved compared to previous years, NBFCs still face challenges in terms of funding costs and managing asset-liability mismatches.

l Asset Quality Management: Asset quality remains a focus area for NBFCs, with efforts towards maintaining a healthy loan portfolio and managing non-performing assets (NPAs).

l Digital Transformation: Technological advancements and digitalization are reshaping the

NBFC sector, with firms increasingly adopting digital platforms for customer acquisition, underwriting and service delivery.

l MarketCompetition:CompetitionamongNBFCs remains intense, with players vying for market share across various segments such as consumer finance, SME lending, housing finance vehicle finance.

l Focus on Innovation: NBFCs are focusing on innovation to differentiate themselves in the market, offering customized financial solutions, leveraging data analytics for risk management and lending strategies and risk exploring partnerships with fintech firms

l Financial Inclusion: NBFCs continue to play a crucial role in promoting financial inclusion, extending credit facilities to underserved segments of the population and supporting entrepreneurship and livelihood generation.

l Sustainable Growth: Amidst evolving economic and regulatory landscapes, NBFCs are striving for sustainable growth, balancing risk management with the pursuit of opportunities for expansion and diversification.

REPORT ON CORPORATE GOVERNANCE

A Report on Corporate Governance is included as a part of the Annual Report. The certificate from Mehta & Mehta, Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance as laid down in SEBI Listing Obligations and Disclosure Requirements, Regulations, 2015 (LODR) is also included as a part of the Annual Report.

Internal Control Systems and their Adequacy

The Company has laid down internal financial controls and such internal financial controls are adequate . and are operating effectively.

Risk Management System

The Company has processes in place to identify, assess and monitor various business, financial and operational risks. Major risks identified by the functions are systematically addressed through mitigating actions on a continuous basis. These are also discussed at the meeting of the Audit Committee of the Company. The Company’s internal control systems and the audit processes are commensurate with the nature of business, the size and complexity of its operations.

Risks and Concerns

Any adverse change in the business or policy of the

Government will affect the NBFC sector adversely.

Opportunities & Threats

The growth of the Company’s asset book, quality of assets and ability to continue the business depends significantly on the economy. Unfavorable events in the

Indian economy could impact the Company’s operations.

Human Resources

Your Company has well experienced personnel to carry out its current business activities. The employees work in line with the organizational goal. There were 2 (two) permanent employees on the rolls of the Company as on 31^st March, 2024. There were no material developments in Human Resource function, during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiary, associate and joint venture.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on date, the Board of Directors of the Company comprises the following:

SR. NO.	NAME	DESIGNATION
1.	Dr. Arun Arora* (DIN: 00172044)	Chairman & Independent Director
2.	Mr. Sivakumar Sundaram (DIN: 00105562) (DIN: 07244627)	Non-Executive Director Independent Director
4.	Ms. Anita Malusare (DIN: 07773062)	Executive Director (ED) & Chief Executive Officer (CEO)
5.	Mr. Gopalkrishnan Ramaswamy (DIN: 02712174)	Non-Executive Director
6.	Mr. Jayaprakash Nair@ (DIN: 07816567)	Non-Executive Director
7.	Mr. Vikesh Wallia# (DIN: 06674059)	Non-Executive, Independent Director
8.	Mr. M Lakshminarayanan^ (DIN: 00682223)	Non-Executive Director

*Dr. Arun Arora was designated as the Chairman of the Board w.e.f. 27^th October, 2023 in place of Mr. Sivakumar Sundaram. @Resigned as Non-Executive Director w.e.f. 5^th September, 2024 #Appointed as Non-Executive/Independent Director w.e.f. 5^th September, 2024 ^Appointed as Non-Executive Director w.e.f. 5^th September, 2024

Retirement by Rotation

Mr. Sivakumar Sundaram (DIN: 00105562), retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Declaration of Independence

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Sections 149(6) of the Act as amended, and regulation 16 of the SEBI LODR and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

The independent directors have also confirmed compliance with the provisions of rule 6 of the Companies

(Appointment and Qualifications of Directors) Rules,

2014, as amended, relating to inclusion of their name in the databank of independent directors.

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 in terms of the requirements of regulation 25 of the SEBI LODR.

Fit and Proper Criteria & Code of Conduct

All the Directors meet the fit and proper criteria stipulated by the Reserve Bank of India ("RBI"). All the Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.

Key Managerial Personnel (KMP)

As on the date, following are the Key Managerial Personnel(s) of the Company as per Section 203 of the Act:

1. Ms. Anita Malusare, Executive Director & Chief Executive Officer (ED &

2. Ms. Muskaan Tinwala, Company Secretary (CS)*

3. Mr. Pramod Karmarkar, Chief Financial Officer CFO)

*Ms. Muskaan Tinwala (ACS No.: 71208) was appointed as the Company Secretary (CS) and Compliance Officer of the Company, w.e.f. 27^th October, 2023 in place of Ms. Shweta Chaturvedi who resigned from the said post.

MEETINGS

During the financial year 2023-24, 4 (four) Board Meetings were held on 18^th May, 2023; 10^th August, 2023, 27^th October, 2023 and 08^th February, 2024. The intervening gap between two Board meetings did not exceed one hundred and twenty days.

Detailed information on the Meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

AUDIT COMMITTEE (AC)

Information on the Composition and Meetings of the Audit Committee is included in the Report on Corporate Governance, which forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

Information on the Composition and Meetings of the NRC is included in the Report on Corporate Governance, which forms part of this Annual Report.

The Nomination and Remuneration policy of the Company, specifying therein the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters may be referred to at the Company’s website at www.timesguarantylimited.com under the web link as provided in the Report on Corporate Governance which forms part of this Annual Report.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE (SRC)

Information on the Composition and Meetings of the SRC is included in the Report on Corporate Governance, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Information on the Composition and Meetings of the CSR Committee is included in the Report on Corporate Governance, which forms part of this Annual Report. The CSR Policy of the Company may be referred to at the Company’s website at www.timesguarantylimited.com under the web link as provided in Corporate Governance Report which is the part of this Annual Report. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on the CSR activities during the year are set out in Annexure 1 of this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

This part is covered under the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

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 is given in Annexure 2.

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sums prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS Statutory Auditors

At the Annual General Meeting held on 24^th September, 2020, Vinod Kumar Jain & Co., Chartered Accountants (Membership No: 036373, Firm Registration No. 111513W), were appointed as Statutory Auditors of the

Company for the first term of 5 (Five) financial years (2020-2021 to 2024-2025) i.e. from the conclusion of the 30^th AGM till the conclusion of 35^th AGM.

Auditor’s Report

The Report given by the Statutory Auditors on the Financial Statements of the Company is part of the Annual Report. The notes on Financial Statements referred to in the Auditor’s Report are self-explanatory and do not call for any further explanation. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report. No instance of fraud has been reported by the Auditors under Section 143(12) of the Act.

Certificates from the Secretarial Auditor

Mehta & Mehta, Practicing Company Secretaries (Membership No.: F3667; Certificate No.: 23905) were appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2023-24 as required under Section 204 of the Act and Rules made thereunder. The secretarial audit report for financial year 2023-24 forms part of this Report as Annexure 3. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report.

A certificate regarding Directors not being disqualified or debarred from being appointed or continuing as Directors is included in the Report on Corporate Governance, which forms part of this Annual Report.

Internal Auditor

Raju and Prasad, Chartered Accountants, were appointed as the Internal Auditors to conduct the Internal Audit of the Company for the financialyear 2023-24 (on quarterly basis) as required under Section 138 of the Act and Rules made thereunder.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars concerning energy conservation, technology absorption and foreign exchange earnings and outgo as required by Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure 4 to the Directors’ Report.

DISCLOSURES Secretarial Standards

The Company complies with all applicable mandatory secretarial standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India.

Particulars of loans, guarantees and investments:

The Company being a Non-Banking Financial Company (NBFC), having only investment activities (Investment Company), provisions under Section 186 of the Act are not applicable to the Company.

Deposits:

Being a non-deposit taking Non-Banking Financial Company (‘NBFC’), the Company did not accept any deposits from the public during the period under review.

Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the Company.

Transactions with Related Parties:

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013.of Practice Further, there were no transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014. The same is disclosed in Annexure 5 in Form AOC-2 which forms part of this report.

Sexual Harassment

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy on prevention, prohibition & redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under. There was no complaint on sexual harassment during the year under review. The Company is not required to form Internal Complaints Committee (ICC) since there were less than 10 employees in the Company during the year.

Extract of Annual Return

The extract of Annual Return of the Company for the financial year ended 31^st March, 2024 as required, under Section 92 of the Act, is available under the link https://www.timesguarantylimited.com/tgl/pdf/Annual%20 Return/1725361370491-TGL-MGT-7_2023-24.pdf

Whistle Blower Policy & Vigil Mechanism:

The Company has implemented the Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns relating to Reportable Matters (defined in the policy) such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health & safety, environmental issues and wastage/ misappropriation of bank funds/assets etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. No complaints under the Whistle Blower Policy & Vigil Mechanism were received during the financial year 2023-24.

Compliance under RBI Regulations

RBI has notified the Master Direction Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 ("RBI Master Direction").

The RBI Master Direction classified NBFCs into Base, Middle, Upper and Top layer based on risk perception, size of operations and nature of activity. The Company has been classified as an NBFC Base Layer, as non-deposit taking NBFC below asset size of Rs. 1000 crore and not availing public funds and not having any customer interface under the RBI Master Direction. The Company has complied with the requirements prescribed by RBI, from time to time, as applicable to it. Further, pursuant to the Non-Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 2016, a report from the Statutory Auditors to the Board of Directors, has been received by the Company.

The said report confirms compliance by the Company during the financial year ended 31^st March, 2024 with the RBI Master Direction.

Business Responsibility and Sustainability Report

Since the Company does not fall in Top 1000 listed entities as per the Market Capitalisation as on 31^st March, 2024, the provisions with respect to submission of Business Responsibility and Sustainability Report are not applicable to the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.

3. Significant or Regulators or Courts or Tribunals which impact the going concern status and the Company’s operation in future.

4. There has been no change in the nature of business of your Company.

5. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

6. There was no one time settlement of loan obtained from the Banks or Financial Institutions.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and based on the framework of internal control systems and compliance system maintained by the Company and the work performed by the Statutory Auditors, Secretarial Auditors and the reviews performed by the Audit

Committee, the Directors confirm that: a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; b. They have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent to give a true and fair view of the Company at the end of financial year 2023-24 and of the profit of the

Company for that period; c. They have taken proper and 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. They have prepared the annual accounts on a going concern basis; e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors is thankful to the Company’s promoters and shareholders, customers, bankers and material employees for their continued orders passed by the support.

For and on behalf of Board of Directors
Gopalkrishnan Ramaswamy	Anita Malusare
Director	Executive Director
(DIN: 02712174)	& CEO
	(DIN: 07773062)
Dated: 5th September, 2024