Key Financial Figures (Standalone, ₹ in lakhs)

Income Statement:

  • Revenue from Operations: ₹2,512.54 (FY25: ₹10,252.60) - 75.49% decrease
  • Interest Income: ₹1,381.64 (FY25: ₹918.10) - 50.49% increase
  • Securities Trading Revenue: ₹1,130.90 (FY25: ₹9,334.50) - 87.89% decrease
  • Other Income: ₹0.00 (FY25: ₹816.99) - 100% decrease
  • Total Revenue: ₹2,512.54 (FY25: ₹11,069.58) - 77.31% decrease
  • Finance Costs: ₹1,329.59 (FY25: ₹589.14) - 125.66% increase
  • Impairment on Financial Instruments: ₹413.07 (FY25: ₹80.74) - 411.72% increase
  • Purchase of Stock-in-trade: ₹1,888.58 (FY25: ₹10,271.69) - 81.62% decrease
  • Employee Benefit Expenses: ₹244.40 (FY25: ₹179.58) - 36.13% increase
  • Loss Before Tax: ₹(673.28) (FY25: ₹(83.12))
  • Tax Expense: ₹(97.32) (FY25: ₹(0.75))
  • Net Loss: ₹(575.96) (FY25: ₹(82.37)) - 599.24% increase in loss
  • Basic & Diluted EPS: ₹(10.84) (FY25: ₹(1.63))

Balance Sheet (as at March 31, 2026):

  • Total Assets: ₹11,983.07 (FY25: ₹20,822.44) - 42.46% decrease
  • Loans (Net): ₹8,721.75 (FY25: ₹18,531.07) - 52.94% decrease
  • Investments (Net): ₹1,350.01 (FY25: ₹1,500.01) - 10.00% decrease
  • Stock-in-trade: ₹1,097.91 (FY25: ₹379.87) - 188.99% increase
  • Cash & Cash Equivalents: ₹1.17 (FY25: ₹15.45) - 92.43% decrease
  • Total Borrowings: ₹10,503.90 (FY25: ₹19,573.00) - 46.33% decrease
  • Total Equity: ₹12.50 (FY25: ₹585.83) - 97.87% decrease
  • Other Equity: ₹(518.67) (FY25: ₹54.66) - turned negative

RBI Directive:

  • Received Order dated June 19, 2025 from RBI under Section 45-IA of RBI Act, 1934
  • Application for fresh Certificate of Registration (CoR) as NBFC was rejected
  • Directed to discontinue NBFC activities with immediate effect
  • Company ceased NBFC operations and undertook business realignment

SEBI/BSE Status:

  • Equity shares suspended from trading on BSE since November 2015 (surveillance measure)
  • Further suspended in June 2019 on penal/non-compliance grounds
  • Suspension not revoked as of report date

Business Transition

  • Members approved alteration of Object Clause of Memorandum of Association
  • New business: designing, researching, developing, engineering, manufacturing, assembling, trading, importing, exporting, marketing motor vehicles, electric vehicles, automotive components, and allied products
  • Incorporated subsidiary TFL Supereco Automotive Private Limited on June 02, 2026
  • Approved investment of up to ₹9,99,900 in the subsidiary

Capital Structure

  • Authorized Capital: ₹20,00,00,000 (2,00,00,000 equity shares of ₹10 each)
  • Paid-up Capital: ₹5,31,17,250 (5,31,17,25 equity shares of ₹10 each) - unchanged during year
  • ESOP Allotment: 98,000 shares on August 14, 2024 and 2,69,500 shares on February 11, 2025 under ESOP Scheme FY 2021-22

Significant Events and Dates

  • May 29, 2025: Mr. Arvind Gala re-designated from Non-Executive Independent to Non-Executive Non-Independent Director
  • July 01, 2025: Mr. Dhaval Babubhai Parekh resigned as Non-Executive Non-Independent Director
  • August 11, 2025: Mr. Tejas Chandravadan Trivedi appointed as Additional Director (Independent)
  • November 11, 2025: Mrs. Anita Chougule appointed as Company Secretary and Compliance Officer
  • August 06, 2026: Multiple changes - Mrs. Bansri Bhavesh Dedhia resigned as CEO/Director; Mr. Dipak Ishwarlal Parikh resigned as Independent Director; Mr. Rajesh Shantilal Vakharia appointed as CEO and Executive Director; Mrs. Kinjal Darshit Parkhiya appointed as Independent Director

Board and Committee Composition

Board as on March 31, 2026:

  • 2 Executive Directors
  • 2 Non-Executive Independent Directors
  • 1 Non-Executive Non-Independent Director

Board Meetings: 4 meetings held during FY25-26 (May 29, August 11, November 11, 2025; February 05, 2026) with 100% attendance

Committees:

  • Audit Committee: 4 meetings
  • Nomination & Remuneration Committee: 3 meetings
  • Stakeholders Relationship Committee: 1 meeting

Auditor Matters

Statutory Auditor: M/s JCR & Co. LLP (FRN: 105270W) - term ending at 44th AGM

New Auditor Appointment: M/s CGCA & Associates LLP (FRN: 123393W) proposed for 5-year term from 44th to 49th AGM

Audit Qualifications:

1. Disclaimer of opinion due to unresolved matter from FY25 regarding write-off of loan liabilities and income recognition of ~₹8.20 crores

2. Unable to verify interest amount correctness due to missing loan documents

3. Interest expenses of ₹3.64 crores reversed without confirmation or documents

4. Internal control deficiencies in lending business

5. Website not fully compliant with SEBI LODR Regulation 46(2)

Management Response to Qualifications:

  • Reviewing underlying records and obtaining confirmations for ₹8.20 crores matter
  • Undertaking comprehensive review of loan accounts and strengthening internal controls
  • Complied with RBI directive to cease NBFC activities
  • Revamping website for better compliance

44th Annual General Meeting Details

Date: September 19, 2026 at 11:00 AM

Venue: Through Video Conferencing/Other Audio-Visual Means

Record Date: September 11, 2026

Business:

Ordinary Business:

1. Adoption of audited financial statements for FY25-26

2. Re-appointment of Mrs. Sheetal Mitesh Shah as director retiring by rotation

3. Appointment of M/s CGCA & Associates LLP as statutory auditors for 5 years

Special Business:

4. Appointment of Mr. Rajesh Shantilal Vakharia as Executive Director

5. Appointment of Mr. Rajesh Shantilal Vakharia as Chief Executive Officer

6. Appointment of Mrs. Kinjal Darshit Parkhiya as Independent Director

7. Adoption of new Memorandum of Association under Companies Act, 2013

8. Adoption of new Articles of Association under Companies Act, 2013

9. Shifting of Registered Office from Rajasthan to Maharashtra

Related Party Transactions

Transactions with related parties including directors, their relatives, and significantly influenced enterprises. Key transactions include:

  • Salary payments to directors and KMPs
  • Loans given to related parties: Dhairya Management Service (₹600.82 lakh), Minolta Finance (₹10,660.55 lakh)
  • Loans received from related parties: Anupam Stock Broking (₹607.25 lakh), Dhairya Management Service (₹324.00 lakh)
  • Interest payments and receipts on above transactions

Contingent Liabilities

  • Income tax demands: ₹1.35 lakh (AY 2016-17) and ₹24.34 lakh (AY 2017-18) - total ₹25.69 lakh

Subsidiary Information

  • TFL Supereco Automotive Private Limited incorporated June 02, 2026
  • Becomes subsidiary after Board approval on August 04, 2026 for investment up to ₹9,99,900

Other Disclosures

  • No dividend declared for FY25-26 due to losses
  • No deposits accepted during the year under Sections 73 and 74 of Companies Act, 2013
  • ESOP Schemes: ESOP Plan 2021 and ESOP Plan 2022 with 4-year vesting period
  • Whistle Blower Policy established and operational
  • No complaints received under Sexual Harassment at Workplace Act, 2013
  • Company not liable for CSR under Section 135 of Companies Act, 2013

Forward-Looking Statements

The Chairman's address indicates the company is navigating through operational restructuring, regulatory constraints, and business model realignment. Priorities include strict compliance, capital preservation, and evaluating viable business opportunities in the automotive sector to restore long-term shareholder value.