Times Guaranty Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 35th Annual

Report together with the Audited Statement of Accounts for the year ended 31st March, 2025.

Financial / Operational Performance of the Company

The Companys financial/ operational performance, for the year ended 31st March, 2025 is summarized as below:

(Rs. in Lakhs)

Particulars	Financial year ended 31st March, 2025	Financial year ended 31st March, 2024
Total Income	370.46	325.35
Less: Total Expense	88.93	89.03
Profit / (Loss) before	281.53	236.32
Tax
Less: Tax Expense	46.83	57.10
(Current Tax)
Other Comprehensive	(1.08)	(1.36)
Income /(Loss)
Profit / (Loss) for the year after Tax & other Comprehensive Income	233.62	177.86

 

Key Financial Ratios	Financial year ended 31st March, 2025	Financial year ended 31st March, 2024	Change
Current Ratio	13	14	(1.00)
Operating Profit Margin	0.75	0.73	0.02
Net profit Margin	0.63	0.55	0.08

During the financial year Company reported a Net Profit after Tax and Comprehensive Income of 233.62 Lakhs, as compared to 177.86 Lakhs in the previous financial year. The notable increase in net profit was primarily driven by a rise in interest income during the year.

Further, the Operating Profit Margin and Net Profit Margin as on March 31, 2025, have shown improvement over the previous year. This enhancement in margins is mainly attributable to the increase in overall income during the current financial year as compared to the last year.

Variation In Net Worth

As on March 31, 2025, the Net Worth of the Company stood at 4,776.75 Lakhs, as against 4,543.13 Lakhs as on March 31, 2024. The increase in Net Worth is primarily attributable to the higher profits earned during the year. Since, the Company is a Non-deposit Accepting Non-Banking Financial Company engaged exclusively in investment activities using its own 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 Companys 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 46.94 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 Net Profit after Tax and Other Comprehensive Income of 233.62 Lakhs as against 177.86 Lakhs for the previous financial year. The Company intends to continue its existing business activities, primarily focusing on investing its own funds in safe debt instruments and eligible deposits. Additionally, as part ended March 31, 2025, your of its strategic growth plan, the Company is exploring opportunities to expand its operations by extending loans and broadening its financial services in the near future.

Share Capital

As on 31st March 2025, the Companys paid-up Equity

Share Capital was 8,99,31,490/- divided into 89,93,149 Equity Shares of 10/- each.

Update on Change of Control and Management of the Company

In the previous Annual Report, it was reported that 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 (collectively referred to as the "Acquirers") for the sale of its entire shareholding in the Company, comprising 67,37,399 equity shares representing 74.92% of the voting share capital, at a consideration of 50.01 per share, subject to requisite regulatory approvals.

Pursuant to the above transaction.

l The Reserve Bank of India (RBI) granted its approval for the change in control and management of the Company vide its letter dated September 26, 2024. l The change in Control and management concluded on November 7, 2024. l The registered office of the Company shifted on

December 6, 2024. l In accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Acquirers also made a public announcement for an Open Offer to acquire 22,55,750 equity shares from the public shareholders at a price of 73.25 per share plus Applicable Interest of 3.73/-, per Equity Share amounting to 76.98/-l Following the completion of the change in control: l The Company obtained a No Objection Certificate (NOC) from the Reserve Bank of India for the proposed name change vide letter dated March 11, 2025. l The shareholders approved the change of name from "Times Guaranty Limited" to "Team India Guaranty Limited" via Postal Ballot on June 12, 2025. l A Fresh Certificate reflecting the new name was issued by the Registrar of Companies, Central Processing Centre on July 1, 2025.

Accordingly, the Company is now operating under its new name Team India Guaranty Limited with effect from July 1, 2025. Necessary applications in respect of the name change have been filed with the RBI, NSE, and BSE, and the same are currently under process

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Overview

Team India Guaranty Limited (‘TIGL) (Formerly known as Times Guaranty Limited) is registered with the Reserve Bank of India (RBI) as a Non-Deposit Accepting, Non-Banking Financial Company (NBFC-ND). As on March 31, 2025, the Company was primarily engaged in investment activities. The Company has subsequently commenced lending operations from June 2025 onwards.

Industry Structure and Developments Global Economic Scenario:

The global economic landscape continues to present a mix of challenges and growth opportunities for Non-Banking Financial Companies (NBFCs). Amid an evolving regulatory environment, shifting consumer expectations, and dynamic market conditions, NBFCs are adapting their business models to remain competitive and resilient. While persistently low interest rates influence funding costs and compress margins, they also necessitate more efficient risk management and lending practices. Geopolitical tensions, trade disruptions, and macroeconomic uncertainties pose potential risks to capital access and cross-border expansion efforts. However, rising demand for credit, greater financial inclusion, and rapid advancements in financial technology provide significant

By leveraging digital innovation and expanding product portfolios, NBFCs are well-positioned to drive sustainable growth and support economic development in an increasingly interconnected global economy.

Indian Economic Scenario;

As on 31st March, 2025, the Indian economy continues to exhibit steady growth, supported by resilient domestic demand, sustained infrastructure spending, and a favorable demographic profile. Amidst this backdrop, Non-Banking

Financial Companies (NBFCs) are playing a vital role in deepening credit access, particularly in underserved and semi-urban markets.

The regulatory landscape has evolved further with continued implementation of the Reserve Bank of Indias

Scale-Based Regulatory (SBR) framework, which emphasizes enhanced governance, risk-based supervision, and stricter compliance norms. NBFCs are aligning their operations accordingly, with a greater focus on asset quality, capital adequacy, and liquidity risk management. of Incorporation

Liquidity conditions remained generally stable through

FY 2024 25, although funding costs remained elevated due to a higher interest rate regime and tighter monetary conditions. This has prompted many NBFCs to diversify their funding sources and explore alternative capital-raising avenues, including securitization and co-lending partnerships.

Technology continues to be a key enabler, with digital lending, AI-driven credit assessments, and end-to-end digital customer journeys becoming mainstream. These advancements are improving operational efficiency, enhancing customer experience, and expanding market reach.

At the same time, NBFCs remain vigilant of macroeconomic headwinds such as global geopolitical developments, volatility in commodity prices, and the impact of fiscal policy measures. Despite these challenges, the sector remains well-positioned to contribute meaningfully to financial inclusion, MSME credit growth, and the broader economic development of the country.

Indian Financial Services Sector Overview;

Indias financial services sector has continued to evolve amidst a fluid macroeconomic and policy landscape The Reserve Bank of India (RBI) undertook a cycle of monetary easing to support economic activity, lowering key policy rates in response to global headwinds and softening inflation. However, funding conditions remained tight, with a system-wide liquidity shortfall reaching approximately 1.7 trillion by February 2025, primarily driven by heightened demand for long-tenure infrastructure bonds.

To stabilize short-term interest rates and ease liquidity stress, the RBI executed a USD 10 billion forex swap, reinforcing its commitment to financial market stability.

These interventions have played a key role in anchoring investor sentiment and maintaining systemic confidence.

The sectors structural transformation has been accelerated by rapid technological advancements.

ArtificialIntelligence (AI), Open Banking, and digital currency innovations are reshaping the delivery and reach of financial services. The rollout of the Digital Rupee represents a critical milestone towards a more efficient and transparent financial system. AI-led tools are driving improvements in customer engagement, predictive analytics, and risk management, while Open Banking has opened new channels for digital inclusion and product innovation.

For investment-focused NBFCs, the evolving capital market environment presents a mix of opportunities and challenges. Equity markets remained volatile in

FY 2024 25, influencedby geopolitical developments, rate fluctuations, and global investor sentiment. However, a robust IPO pipeline, continued retail participation, and the deepening of corporate bond markets have supported investment activity.

NBFC–Investment and Credit Companies (NBFC–ICCs) are increasingly diversifying their portfolios across public and private market instruments, Alternative Investment Funds (AIFs), and structured debt. Regulatory focus on group-level exposure limits, valuation norms, and governance standards under the Scale-Based Regulatory (SBR) framework has required investment NBFCs to enhance compliance, strengthen internal controls, and adopt a more risk-sensitive asset allocation approach. Meanwhile, the insurance sector is adapting to new risks, with health insurers in Delhi exploring premium revisions in response to the rise in pollution-related ailments — a reflectionof the broader trend toward environmental risk integration in financial decision-making.

Despite emerging concerns around rising unsecured lending and growing credit card delinquencies among younger borrowers, the overall outlook remains constructive. Investment NBFCs are well-positioned to leverage Indias expanding capital markets, improved investor depth, and strong regulatory backbone to deliver long-term value. The sectors resilience is underpinned by sound policy support, ongoing digitization, and a sus. tained push toward financial inclusion and capital market development.

Company Overview;

Team India Guaranty Limited ("the Company") is a Non-Banking Financial Company – Investment and Credit Company (NBFC–ICC), registered with the Reserve Bank of India (RBI) as a non-deposit taking entity. The Company has traditionally focused on the investment business, managing a diversified equity, debt, and other financial instruments, with a strong emphasis on disciplined capital deployment and long-term value creation.

Pursuant to a recent change in management and control, the Company is actively repositioning itself for the next phase of growth. Under the new leadership, Team India Guaranty Limited is strategically realigning its business model and is now eyeing a calibrated expansion into the financial services and lending space, including retail and SME finance. This move reflects the Companys vision to become a more diversified a broader portfolio that spans both investment and credit verticals.

The Company intends to enter the lending segment in a phased and risk-aware manner, focusing on building a high-quality loan book supported by strong underwriting practices, robust compliance, and the use of technology to drive operational efficiency The objective is to leverage market opportunities in underpenetrated credit segments while maintaining the Companys commitment to financial prudence and regulatory compliance.

As it prepares for this transition, the Company continues to operate within the regulatory framework laid down by the RBI under the Scale-Based Regulatory (SBR) structure. Necessary systems and processes are being strengthened to ensure readiness for broader financial operations, including enhanced risk management, governance, and internal controls.

With a renewed strategic direction, a strengthened leadership team, and an expanding operational vision, Team India Guaranty Limited is well-positioned to evolve into a dynamic and responsible player in the Indian financial services ecosystem.

REPORT ON CORPORATE GOVERNANCE

A Report on Corporate Governance is included as a part of the Annual Report. The certificate Aabid & Co, 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 a structured Risk Management System in place, supported by a formal Risk Management Policy and overseen by the Risk Management Committee. The system enables of identification, key business, financial,and operational risks. The Committee regularly reviews major risks and mitigation measures, ensuring alignment with the Companys objectives.

Internal control and audit processes are robust and suited to the scale and complexity of the Companys operations.

Risks and Concerns

Any adverse change in the business or policy of the

Government will affect the NBFC sector

Opportunities & Threats

The growth of the Companys 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 Companys operations.

Human Resources

The Company is an equal-opportunity employer that values its people as key assets and pillars of strength. It has adopted progressive people practices aimed at attracting, nurturing, and retaining talent in an increasingly competitive environment.

The Company fosters a culture that encourages ownership, continuous learning, and an entrepreneurial mindset, with a focus on innovation and high performance. Its policies and practices are designed to empower employees with meaningful opportunities to contribute, grow, and succeed.

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

A material change in the promoter and management structure of the Company took place in November 2024, during the financial year ended March 31, 2025. As a result, control and ownership of the Company were transferred from the erstwhile promoters to the new promoters, leading to a change in the shareholding pattern and management structure.

The transition was carried out in compliance with all applicable legal and regulatory requirements. As on the date of this report, there are no adverse financial implications arising from the change. However, the change is considered material and is expected to shape the strategic direction and future operations of the Company

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary or joint venture. The details of the associate company are as follows:

Team India Managers Limited, holding 45.31% of the

Companys share capital, is classified as an Associate

Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

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

SR.	NAME	DESIGNATION
1.	Mr. Ashok Anant Paranjpe* (DIN: 07440788)	Chairman & Non-Executive, Independent Director
2.	Ms. Sreedevi Pillai* (DIN: 08944944)	Non-Executive, Independent Director
3.	Ms. Niru Shiv Kumar Kanodia* (DIN: 02651444)	Executive Director (ED) & Chief Executive Officer
4.	Mr. Satish Maruti Mangutkar* (DIN: 10463913)	Non-Executive Director
5.	Mr. Surajkumar Omprakash Saraogi* (DIN: 00004498)	Non-Executive Director
6.	Ms. Anita Malusare# (DIN: 07773062)	Non-Executive Director
7.	Dr. Arun Arora^ (DIN: 00172044)	Chairman & Independent Director
8.	Mr. Sivakumar Sundaram@ (DIN: 00105562)	Non-Executive Director
9.	Ms. Mitu Samarnath Jha@ (DIN: 07244627)	Non-Executive, Independent Director
10.	Mr. Gopalkrishnan Ramaswamy@ (DIN: 02712174)	Non-Executive Director
11.	Mr. Vikesh Wallia@ (DIN: 06674059)	Non-Executive, Independent Director
12.	Mr. M Lakshminarayanan@ (DIN: 00682223)	Non-Executive Director

*Appointed as members of the Board of Directors with effect from 07th November, 2024, on their respective designations mentioned above.

# Ms. Anita Malusare was re-designated as a Non-Executive Director, with effect from 29th March 2025, from her earlier role as Executive Director and CEO.

^ Dr. Arun Arora resigned as a Non-Executive Independent Director on 23rd September, 2024, upon completion of his second term.

@Resigned as members of the Board of Directors with effect from 07th November, 2024 due to change in Management of the Company.

Retirement by Rotation

Mr. Satish Mangutkar (DIN: 10463913), retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself 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 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 Company.

Key Managerial Personnel (KMP)/ Change in 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. Niru Shiv Kumar Kanodia, Executive Director &

Chief Executive Officer (ED & CEO)

2. Ms. Aarti Pandey, Company Secretary (CS) &

Compliance Officer#

3. Mr. Manoj Agrawal, Chief Financial Officer (CFO)#

4. Ms. Muskaan Tinwala, Company Secretary (CS)

& Compliance Officer*

5. Mr. Pramod Gajanan Karmarkar, Chief Financial

Officer (CFO)^

# Ms. Aarti Pandey was appointed as the Company

Secretary and Compliance Officer, and Mr. Manoj Agrawal as the Chief Financial Officer (CFO), with effect from 12th February, 2025.

* Ms. Muskaan Tinwala (ACS No.: 71208) resigned from the position of Company Secretary and Compliance

Officer with effect from 10 th December, 2024.

^ Mr. Pramod Gajanan Karmarkar resigned from the position of Chief Financial Officer (CFO) with effect from 12th February, 2025.

MEETINGS

During the financial year 2024-25, 5 (five) Board Meetings were held on 23rd May, 2024; 09th August, 2024, 07th November, 2024, 14th November 2024 and 12th February, 2025. 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 Companys website at www.teamindiaguarantylimited.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 Companys website at www.teamindiaguaranty limited.com under the web link as provided in Corporate Governance Report which is the part of this Annual Report. Corporate Social Responsibility is not applicable to the Company for the current financial year. Accordingly, the Company has not undertaken any CSR activities during the year.

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 1.

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 30th Annual General Meeting held on September 24, 2020, M/s. Vinod Kumar Jain & Co., Chartered Accountants (Firm Registration No. 111513W), were appointed as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 30th AGM until the conclusion of the 35th AGM. Accordingly, their tenure will conclude at the forthcoming 35th AGM.

In view of the completion of their term, the Board of Directors, at its meeting held on May 21, 2025, approved the appointment of M/s. V. B. Goel & Co., Chartered Accountants (Firm Registration No. 115906W), as the

Statutory Auditors of the Company for a period of five years, from the conclusion of the 35th AGM until the conclusion of the 40th AGM to be held in the year 2030, subject to the approval of the Members at the ensuing AGM.

Auditors 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 Auditors 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

M/s. Aabid & Co., Company Secretaries (Membership

No.: F6579; Certificate of Practice No.: 6626) were appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2024-25 as required under Section 204 of the Act and Rules made thereunder. The secretarial audit report for financial year 2024-25 forms part of this Report as Annexure 2. 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 2024-25 (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 3 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:

During the financial year ended March 31, 2025, the Company was engaged solely in investment activities and had not commenced lending operations. Accordingly, the Company continued to operate as an Investment Company and the provisions of Section 186 of the Companies Act, 2013, are not applicable to it.

The Company commenced its lending operations in

June 2025, which will be reflected in the financials of subsequent financial year

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. 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 4 in Form AOC-2 which forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Companys policy against sexual harassment is embodied both in the Code of Conduct of the Company as also in a specifically written policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2024-25, no cases in the nature of sexual harassment were reported at any workplace of the Company.

In accordance with the provisions of the Companies (Accounts) Second Amendment Rules, 2025, the details of complaints received and addressed during the financial yearareas

Particulars	Number
No. of complaints of sexual harassment received in the year;	0
No. of complaints disposed off during the year;	0
No. of cases pending for more than ninety days	0

The Company is not required to form Internal Complaints Committee (ICC) since there were less than 10 employees in the Company during the year.

ADHERENCE TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leave, benefits, and safeguards for female employees. The Company remains committed the to promoting the health, well-being, and rights of its women employees, and ensures strict adherence to all statutory requirements under the Act.

Extract of Annual Return

The extract of Annual Return of the Company for the financial year ended 31st March, 2025 as required, under Section 92 of the Act, is available under the link https://teamindiaguarantylimited.com/annual-return- as-provided-under-section-92-of-the-companies- act,-2013-and-rules-made-thereunder.html

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 2024-25.

Compliance under RBI Regulations

The Reserve Bank of India (RBI) has notified the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 ("RBI Master Direction"), which classifies NBFCs into four layers Base, Middle, Upper, and Top based on size, activity, and risk perception.

As on March 31, 2025, the Company was classified as a Non-Banking Financial Company – Base Layer (NBFC-BL), being a non-deposit taking NBFC with an asset size below 1,000 crore, not availing public funds and not having any customer interface.

During the financial year 2024 25, the Company complied with all applicable provisions of the RBI Master Direction, as amended from time to time. Further, in accordance with the Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions,

2016, a report from the Statutory Auditors confirming compliance with the applicable RBI regulations during the year ended March 31, 2025, was placed before the Board of Directors.

Subsequent to the end of the financial year, the Company commenced customer interface activities with effect from June 2025. The implications of this change in status will be appropriately reflected in the regulatory classification and compliance reporting in financial year 2025 26.

Business Responsibility and Sustainability Report

Since the Company does not fall in Top 1000 listed entities as per the Market Capitalisation as on 31st March, 2025, 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 Companys 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 2024-25 and of the profit of the Company for that period; c. They have taken proper and sufficient 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. 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 materialcompliance with the provisions of all applicable lawsorders passed by the and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors is thankful to the Companys promoters and shareholders, customers, bankers and employees for their continued support.

	For and on behalf of Board of Directors
Sd/-	Sd/-
Satish Mangutkar	Niru Kanodia
Director	Chief Executive Director
(DIN: 10463913)	(DIN: 02651444)
Date:	13th August 2025