To,

The Members of TCI Finance Limited,

Your Board takes pleasure in presenting the 51st Annual Report of the Company along with the Audited Accounts for the year ended March 31, 2025.

During the Financial Year 2024-25, the Company earned a profit of Rs. 347 Lakhs as against the loss of Rs. (43.47) Lakhs in the previous year. The profit after tax is Rs. 358 Lakhs as against loss of Rs. (47.97) Lakhs in the previous year.

The Board has not recommended payment of dividend for the financial year ended March 31, 2025.

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, 2025 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.

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

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.

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

No amount has been transferred to the Reserve Fund for the year ended as on 31st March, 2025. The details of reserves of the Company are disclosed under Note 16 of the financial statements.

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 5 Audit Committee meetings, 3 Nomination and Remuneration committee meeting, and 1 Stakeholder Relationship Committee meeting

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, 2025, 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.

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.

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.

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.

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

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.

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.

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

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.

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

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 Company's 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 Company's business/activities.

The Directors have expressed their satisfaction with the evaluation process.

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 without the presence of the Whole-time Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

In accordance with the requirements of the Act and the Company's Articles of Association, Mr. Arun Kumar Agarwal (DIN:01353240) retires by rotation and is eligible for re-appointment. The resolution seeking members' approval for his re-appointment forms part of the Notice.

The Board on the recommendation of Nomination and Remuneration Committee (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. The same was approved by the members at the 50th Annual General Meeting of the company held on September 26, 2024.

Based on the recommendation of the NRC, the Board of Directors on August 6, 2024 re-designated Mr. Y S R Rajeev Kumar (DIN: 08741595) for a term of 5 (five) from August 6, 2024 to August 5, 2029, not liable to retire by rotation. The members approved the same at the 50th Annual General Meeting of the company held on September 26, 2024. The Board on the recommendation of NRC and in accordance with provisions of the Act and Listing Regulations, Mr. M Sreenivasuloo (DIN: 09363406) and Mr. I M Usman Sheriff (DIN: 02794895) were appointed as an Additional Directors (Non-Executive) of the Company on August 6, 2024, subject to the approval of Members. The members approved the same at the 50th Annual General Meeting of the company held on September 26, 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 his tenure on the Board of the Company.

In terms of Section 149 of the Act, Mr. Dhanpat Ram Agarwal, (DIN: 00322861) and Mr. Sri Ram Rajeev Kumar Yeerla (DIN: 08741595) 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')

In terms of Section 203 of the Act, following are the KMP of the Company as on March 31, 2025: Mr. Amit Kumar Ray, Manager Mr. Santosh Kumar Vohi, Chief Financial Officer Mr. S Jasminder Singh, Company Secretary

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.

Mr. V Santosh Kumar, Chief Financial Officer (CFO) superannuated on June 30, 2025. The Board placed on record the excellent services rendered by Mr. V Santosh Kumar during his tenure as CFO of the Company.

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.

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

1. Reserve Bank of India vide its show cause notice dated 11th February, 2025 directed our company to surrender our Certificate of Registration for voluntary deregistration as NBFC as the company did not maintain the minimum mandatory Net owned fund (NOF). i.e Rs. Two crores and directors were appointment exceeding 30% of Non-Independent directors without seeking prior approval of RBI. The Company replied to the show cause notice by letter dated 10th March, 2025 requesting for further time for augmenting the NOF of the Company as above. 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

The reclassification application filed with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") was rejected for not providing the information within the stipulated time. The Company is contemplating to apply again for the reclassification of promoter.

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 Company's 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, 2025, which forms part to the Statutory Auditor's Report.

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.

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 2024-25, percentage increase in remuneration of each Director, Chief Financial Officer, Manager and Company Secretary during the financial year 2024-25 are as under:

* Mr. V Santhosh Kumar Vohi superannuated on 30th June, 2025

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:10%

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

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 7.05%. 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:

* Mr. V Santhosh Kumar Vohi superannuated on 30th June, 2025

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 2024-25. 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.

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 Company's vision. Your Company appreciates the spirit of its dedicated employees.

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

The Statutory Audit Report for the year 2024-25 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 2019-20, 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.

Response of the management is given in note no. 28 of the financial statements. ii. Further, regarding the invocation of Company's 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, 2024 despite invocation for the reasons stated in the said note. Further in view of the uncertainty relating to recoverability of the said investment, During the current year i.e March 2025 the Company has decided to write off the investments due to prolonged legal proceedings. Hence as amount of Rs. 930.25 Lakhs has been debited to profit & loss account as investment written off.

Response of the management is given in note no. 27(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. Considering that investments have been sold, further in view of the uncertainty relating to recoverability of the said investment, During the current year i.e March 2025 the Company has decided to write off the investments due to prolonged legal proceedings. Hence as amount of Rs. 774.41 Lakhs has been debited to profit & loss account as investment written off Board Comment:

Response of the management is given in note no. 27(ii) 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 (i) to (iv) 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. 32 of the financial statement.

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

Pursuant to the provisions of section 204 of the Act and the Rules made thereunder, the Board has appointed M/s R Kothapalli & Associates, Practicing Company Secretary (M. No. 26529, CP No. 16158), to undertake the secretarial audit of the Company. The Secretarial Audit Report for the year 2024-25 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 R Kothapalli & Associates for the financial year 2024-25.

The Secretarial Auditors raised the following concerns in their report for the financial year 2024-25:

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. BSE and NSE has levied fine for non-compliance of Regulation 19 of SEBI (LODR) Regulations, 2015 Board Comment: The Company would adhere to rules and regulations going forward

3. BSE and NSE has levied fine for delay in filing of Annual Secretarial Compliance report and related party transactions by one day for the quarter ended September, 2024 Board Comment: The Company would adhere to rules and regulations and file the compliances within the prescribed time

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.

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 organisation's 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.

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 2024-25, 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.

The Company does not have any Subsidiary.

The Company's 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.

MDA is provided as a separate in the annual report.

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.

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. 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; v) There was no instance of one-time settlement with any Bank or financial institution.

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.