Annual General Meeting Details

  • Meeting Date: Tuesday, 7th July, 2026
  • Time: 11:00 AM (IST)
  • Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM) as per MCA Circular No. 09/2024 and SEBI Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133
  • Record Date: Tuesday, 30th June, 2026 for determining members entitled to vote
  • Book Closure: Wednesday, 1st July, 2026 to Tuesday, 7th July, 2026 (both days inclusive)

Business to be Transacted

Ordinary Business:

1. Adoption of Audited Standalone Financial Statements for FY ended 31st March, 2026 together with reports of Board of Directors and Auditors

2. Re-appointment of Mr. Dharmil Bodani (DIN: 00618333) as Director retiring by rotation

Voting Arrangements

  • Remote e-Voting Period: Saturday, 4th July, 2026 (9:00 AM) to Monday, 6th July, 2026 (5:00 PM)
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: CS Nisha Verma, Company Secretary in Practice
  • Results Publication: To be placed on company website (www.tcfcfinance.com) and NSDL website (www.evoting.nsdl.com)

Financial Performance Highlights (Standalone)

| Particulars | FY 2025-2026 (₹ in thousands) | FY 2024-2025 (₹ in thousands) | Change |

| Revenue from Operations | (15,787.00) | 23,130.55 | -168% |

| Profit/(Loss) before tax | (34,203.93) | 13,899.24 | -346% |

| Less: Provision for Tax | (16,052.70) | 1,730.49 | -1027% |

| Net Profit/(Loss) after tax | (18,151.23) | 12,168.75 | -249% |

| Other Comprehensive Income | 168.41 | (156.45) | 208% |

| Total Comprehensive Income | (17,982.82) | 12,012.30 | -250% |

Dividend Declaration

In view of the loss incurred during the financial year, the Board of Directors has not recommended any dividend for FY 2025-2026.

Capital Structure

  • Authorized Capital: ₹25,00,00,000 comprising 25,00,000 equity shares of ₹10 each
  • Paid-up Capital: ₹10,48,21,290 comprising 1,04,82,129 equity shares of ₹10 each
  • Capital Reduction: The Company received NCLT Order dated 4th May, 2026 approving Scheme of Arrangement under Section 66 of Companies Act, 2013 for reduction of share capital involving 5,33,334 equity shares of ₹10 each

Shareholding Pattern (as on 31st March, 2026)

  • Promoters Holding: 67.99% (71,26,677 shares)
  • Public Holding: 31.99% (33,51,045 shares)
  • IEPF Holding: 3.91% (4,09,973 shares)
  • Dematerialized Holdings: 92.13% (96,57,330 shares)
  • Physical Holdings: 7.87% (8,24,799 shares)

Key Management Personnel

  • Chairman & Non-Executive Director: Mr. Dharmil Bodani
  • Managing Director & CEO: Mrs. Tania Deol
  • Executive Director & CFO: Mr. Venkatesh Kamath
  • Company Secretary & Compliance Officer: Ms. Zinal Shah

Board Composition and Meetings

  • Total Directors: 6 (3 Independent, 1 Non-Executive, 2 Executive)
  • Board Meetings Held: 4 during FY 2025-2026
  • Attendance: All directors attended all meetings except Ms. Jaya Virwani (attended 1 out of 4)

Corporate Governance Compliance

The company confirms compliance with:

  • Secretarial Standards SS-1 and SS-2 issued by ICSI
  • SEBI (LODR) Regulations, 2015
  • Companies Act, 2013 provisions
  • RBI regulations for NBFCs

Investor Grievance Statistics

  • Complaints Received during FY: 8
  • Complaints Resolved: 1
  • Pending Complaints at year-end: 0

Registrar and Share Transfer Agent

MUFG Intime India Private Limited (formerly Link Intime India Private Limited)

C-101, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai - 400 083

Contact: investor.helpdesk@in.mpms.mufg.com

Important Disclosures

  • CSR Compliance: Not applicable as company didn't meet prescribed thresholds
  • Sexual Harassment: No complaints received during the year
  • Related Party Transactions: All transactions at arm's length basis
  • Material Changes: No material changes except capital reduction scheme
  • Litigation: Income tax disputes totaling ₹25.04 lakhs across AY 2012-13 to AY 2022-23

Financial Position (as at 31st March, 2026)

  • Total Assets: ₹110,188,568
  • Investments: ₹89,747,200 (Stock in Trade at FVTPL)
  • Cash & Cash Equivalents: ₹4,505,800
  • Other Bank Balances: ₹2,239,000
  • Property, Plant & Equipment: ₹7,113,000 (Net Block)
  • Intangible Assets: ₹73,000 (Net Block)

Auditor's Opinion

Statutory Auditors issued unqualified opinion stating financial statements give true and fair view in conformity with Indian Accounting Standards.

Forward-looking Statements

The Management Discussion & Analysis highlights global economic challenges, NBFC sector risks, and the company's strategic focus on technology-driven transformation, risk management, and growth opportunities in MSME lending and digital financial solutions.