Notes to Accounts of TCI Finance Ltd.

Mar 31, 2024

4.1 Credit quality of assets

The table below shows the credit quality and maximum exposure to credit risk based on the Company''s internal credit rating system and year - end stage classification. The amounts presented are gross of impairment allowances. Details of the Company''s internal grading system are explained in note 39(ii) and policies on whether ECL allowance are calculated on an individual or collective basis are set out in Note 2.8.6

The table below shows the credit quality and maximum exposure to credit risk based on the Company''s internal credit rating system and year - end stage classification. The amounts presented are gross of impairment allowances. Details of the Company''s internal grading system are explained in note 40(ii) and policies on whether ECL allowance are calculated on an individual or collective basis are set out in Note 2.6.6

Term loan taken from HDFC Limited is secured by personal guarantee of a director, pledge of property and Investments of a director and pledge of third party property, The loan has been closed, but securities to be received from HDFC Limited

(ii) Rights, Preferences and Restrictions attached to equity shares

The Company has one class of equity shares having a par value of '' 10/- per share. Each shareholder is eligible for one vote per share held.

In the event of liquidation of the Company, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

16.1.1 Statutory reserve: Every year the Company transfers a of sum of not less than twenty per cent of net profit of that year as The conditions and restrictions for distribution attached to statutory reserves as specified in Section 45-IC(1) of The Reserve Bank of India Act, 1934:

(1) Every non-banking financial company (NBFC) shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.

(2) No appropriation of any sum from the reserve fund shall be made by the NBFC except for the purpose as may be specified by the RBI from time to time and every such appropriation shall be reported to the RBI within twenty-one days from the date of such withdrawal:

Provided that the RBI may, in any particular case and for sufficient cause being shown, extend the period of twenty one days by such further period as it thinks fit or condone any delay in making such report.

(3) Notwithstanding anything contained in sub-section (1) the Central Government may, on the recommendation of the RBI and having regard to the adequacy of the paid-up capital and reserves of a NBFC in relation to its deposit liabilities, declare by order in writing that the provisions of sub-section (1) shall not be applicable to the NBFC for such period as may be specified in the order:

Provided that no such order shall be made unless the amount in the reserve fund under sub-section (1) together with the amount in the share premium account is not less than the paid-up capital of the NBFC.

16.2.1 Securities Premium Account: The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium reserve. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

16.3.1 General Reserve: Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013

16.4.1 Retained earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to statutory reserve, debenture redemption reserve, general reserve, dividends distributions paid to shareholders and transfer from debenture redemption reserve.

24 Contingent liabilities and commitments (to the extent not provided for)
Particulars	March 31,2024	March 31,2023
Contingent liabilities
(a) Disputed Sales Tax demand	0.64	0.64
(b) Corporate Guarantees
The Company has provided Guarantee for: (A) redemption / buyback of the Optionally convertible Debentures subscribed by IFCI Venture Capital Funds Limited in Amrit Jal Ventures Private Limited (B). To the lenders of Gati Infrastructure Bhasmey Power Private Limited	17,820.89	17,820.89
(c) National Stock Exchange : Annual listing fee for FY 2021-22, 2022-23, 2023-24	10.62	16.40

25 Claims against the Company not acknowledged as Debts Petition before NCLT, Hyderabad:

During the year 2019-20, three shareholders of the Company filed a petition before National Company Law Tribunal (NCLT),Hyderabad Bench, against the Company and the management alleging oppression of minority shareholders and mismanagement of affairs of the Company with regard to investments and loans and advances to certain related parties. In the said petition, the petitioners also included the statutory auditors of the Company regarding reporting requirements of said transactions. The Company and the respondents have taken necessary measures to contest the petition before the Honourable NCLT Bench and the hearings are in progress.

26 Disclosures as per Clause 32 of the Listing Agreement with the Stock Excahnges as the entire investmnets in "ITAG Business Solutions Limited" (subsidiary) has been disposed with effect from 05.03.2019

There are no outstanding amounts with the ITAG Business solutions Limited as at March 31,2024 and March 31, 2023.

27 Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the Company is to lend and is catogerised as Loan Company. Accordingly, the Company has been advised that Section 186 of the Companies Act, 2013 is not applicable to the Company.

28 Investments - Sale of pledged shares by lendors

(i) During the year 2015-2016, the Company took a loan of Rs.5 Crores from Godavari Commercial Services Private Limited (Godavari) on the security of 10,00,000 equity shares of Gati Limited held by the Company. These shares re-pledged by Godavari with a third party, with the consent of the Company. The said shares were invoked by the third party in the year 2016-2017 on default by Godavari without there being any default by the Company. The Company took necessary legal recourse for restoration of the pledged shares and in terms of the settlement arrived at, Godavari agreed to restore the said invoked shares. During the financial year 2019-20, Godavari restored 33,000 shares and balance 9,67,000 shares were yet to be restored. In view of the settlement agreement and further

litigation raised by the Company, the said 9,67,000 equity shares in Gati Limited have been continued to be disclosed as "Investments"

(ii) During the year 2015-2016, the Company has pledged 1,580,000 shares of Gati Limited held by the Company as Investments in favour of IDFC Bank Limited (IDFC) for facilities availed by M/s Gati Infrastructure Private Limited (GIPL) on receipt of Letter of Comfort from M/s Amrit Jal Ventures Private Limited (AJVPL) being the holding company of GIPL. The said shares were invoked by IDFC in the year 2016-2017 due to default made by GIPL. GIPL, AJVPL and the Company entered into a tripartite agreement for restoration of such invoked shares to the Company. The Company has accounted for the invoked shares and the value realised amounting to Rs 1875.03 lakhs has been shown as "Receivable". This amount was received on February 26, 2024.

(iii) During the year 2014-2015, the Company has pledged 805,000 equity shares of Gati Limited held by the Company as Investments in favour of IFCI Ventures Limited (IFCIV) for facilities availed by M/s Amrit Jal Ventures Private Limited (AJVPL) . AJVPL had repaid the said loan, the Company had made request to IFCIV for release of pledged shares. However, during the year ended March 31,2018, IFCIV invoked the said shares and transferred the same to Green India Ventures Fund (GIVF) for certain dues payable by AJVPL. The Company has taken necessary legal recourse for the restoration of the invoked shares. In view of the above, the invoked 805,000 equity shares in Gati Limited have been continued to be disclosed as " Investments".

29 The Company in the earlier years, has given Corporate Guarantees to the lenders of AJVPL and it’s wholly owned subsidiary - Gati Bhasmey Limited - aggregating to Rs. 31,336.71 Lakhs. During 2019-2020, (i) certain lenders of these entities have invoked the Guarantees and raised claims on the Company aggregating to Rs. 25,619.80 Lakhs. (ii) The Company made a provision of Rs. 7,798.91 Lakhs on an estimated basis considering the dispted nature of the claim and unlawful invocation of the corporate guarantee.

30 During the earlier years, the Company availed borrowings from certain lenders and by way of an amendment loan agreement, arranged the certain shares held by Mahendra Kumar Agarwal & Sons HUF and Manish Agarwal Benefit Trust (Guarantors) as an additional security for the said borrowings. The said lenders, due to defaults by the Company have sold these shares and recovered their respective dues fully. As a result of this sale of shares given as an additional security, the Company has recognised the liability in favour of guarantors to the extent of Rs. 364.25 Lakhs, being amount of loan extinguished by the lenders out of the sale proceeds of shares. Out of the said amount, the Company has paid an amount of Rs. 206.37 Lakhs and the balance of Rs. 157.88 Lakhs is outstanding as at March 31,2024.

During the year ended March 31,2024, the above said lenders have invoked the shares given as gurantee by Mr. Mahendra kumar Agarwal and realised an amount of Rs. 38 Lakhs. The company has recognised liability of Rs. 38 Lakhs in favour of Mr. Mahendra Kumar Agarwal in place of original lenders.

31 The Company has not recognised interest expense of Rs. 62.44 Lakhs for the year ended March 31,2024. Total interest expense not recognised, upto March 31,2024, aggregates to Rs. 398.31 Lakhs. Consequently, loss for the year 2023-2024 is higher by Rs.62.44 Lakhs and as at March 31,2024 and Other Equity (negative balance) and Borrowings were lower by Rs. 398.31 Lakhs.

32 Note on RBI Matters

1 .The Company had received a letter from the Reserve Bank of India to surrender the Certificate of Registration (COR) for voluntary deregistration as NBFC on account of non maintence of minimum Net owned Funds(NOF). The company had sought a further period of 12 months for augmenting the NOF.

33 Going Concern: The Company was having a negative networth of Rs. 6,285.31 Lakhs as at March 31,2023. Due to adverse developments in the entities to whom the company has advanced loans / given guarantees / investments made, the Company had incurred these losses and adversely affect the future income from operations. These factors substantially affected the operations of the Company and indicated uncertainties relating to the going concern status of the Company. Management of the Company is in the process of identifying various alternatives / new areas to venture into for reviving the company. In view of the same, standalone Ind AS financial statements of the company have been prepared on going concern basis.

34 TCI Finance Limited, one of the noticee, received the SEBI notice dated December 08, 2021 for the non-compliance under Regulation 29(2) of the SAST Regulations and Open offer violations. In this connection SEBI provided an opportunity of being heard and after the hearing SEBI passed an order dated March 24, 2022 and imposed the penalty of Rs. 10,00,000 jointly and severally on all Noticees. The said penalty has been paid by one of the Promoters on May 03, 2022.

35 Employee Benefit Plans

a. Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.1,15,939/- (Previous year Rs.1,15,563/-) for Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

38 Capital Management

The Company’s objectives when managing capital are to :

Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Company monitors its capital using gearing ratio, which is net debt divided by total equity. Net debt includes long term borrowings, short term borrowings, current maturities of long term borrowings less cash and cash equivalents and other bank balances.

39 Fair value Measurement

(i) Valuation techniques and significant unobservable inputs

The carrying amounts of financial assets and liabilities other than those valued at Level 1 and Level 2 are considered to be the same as their fair values due to the current and short term nature of such balances and no material differences in the values.

(ii) Levels 1, 2 and 3

Level 1 : It includes Investment in equity shares that has a quoted price and which are actively traded on the stock exchanges. It is been valued using the closing price as at the reporting period on the stock exchanges.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

40 Financial risk management

i The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The Company’s management risk policy is set by the Managing Board. The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. A summary of the risks have been given below.

a. Credit risk

Credit risk is the risk that the Company will incur a loss because its customersor counter parties fail to discharge their contractual obligations.The Company manages and controls credit risk by settling limits on the amount of risk it is willing to accept for individual counterparties and by monitoring exposuresin relation to such limits.

The credit quality review process aims to allow the company to assess the potential loss as a result of the risks to which it is exposed and take corrective actions.

b. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

C. Market risk

Market Risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as interest rates, foreign exchange rates, etc. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while maximising the return.

(i) Pricing Risk

The Company’s Investment in Financial instruments is exposed to pricing Risk

(ii) Interest Rate Risk

The company uses a mix of cash and borrowings to manage the liquidity & fund requirements of its day-to-day operations. Further, certain interest bearing liabilities carry variable interest rates.

The sensitivity analysis below have been determined based on exposure to interest rate for both derivative and nonderivative instruments at the end of reporting period. For floating rate liabilities, analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole year.

Off-setting of balances - NIL

The table below summarises the financial liabilities offsetted against financial assets and shown on a net basis in the balance sheet :

(ii) Impairment of financial assets

The Company applies the simplified approach to providing for expected credit losses prescribed by Ind AS 109, which permits the use of the lifetime expected loss provision for trade advances. The Company has computed expected credit losses based on a provision matrix which uses historical credit loss experience of the Company. The ECL allowance is based on the credit losses expected to arise over the life of the asset (the lifetime expected credit loss), unless there has been no significant increase in credit risk since origination, in which case, the allowance is based on the 12 months’ expected credit loss).

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is the portion of Lifetime ECL that represent the ECLs that result from default events on a financial instrument that are possible within the 12 months after the reporting date.“Both Lifetime ECLs and 12-month ECLs are calculated on either an individual basis or a collective basis, depending on the nature of the underlying portfolio of financial instruments. The Company has grouped its loan portfolio into Business Loans, Secured loans for new vehicles, Secured loans for used vehicles and Equipment Finance Loans and large borrowers with exposure over Rs. 1 crore.

The Company has established a policy to perform an assessment, at the end of each reporting period, of whether a financial instrument’s credit risk has increased significantly since initial recognition, by considering the change in the risk of default occurring over the remaining life of the financial instrument. The Company does the assessment of significant increase in credit risk at a borrower level. If a borrower has various facilities having different past due status, then the highest days past due (DPD) is considered to be applicable for all the facilities of that borrower. Based on the above, the Company categorises its loans into Stage 1, Stage 2 and Stage 3 as described below: Stage 1

All exposures where there has not been a significant increase in credit risk since initial recognition or that has low credit risk at the reporting date and that are not credit impaired upon origination are classified under this stage. The company classifies all standard advances and advances upto 30 days default under this category. Stage 1 loans also include facilities where the credit risk has improved and the loan has been reclassified from Stage 2.

Stage 2 - All exposures where there has been a significant increase in credit risk since initial recognition but are not credit impaired are classified under this stage. 30 Days Past Due is considered as significant increase in credit risk.

Stage 3 - All exposures assessed as credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of that asset have occurred are classified in this stage. For exposures that have become credit impaired, a lifetime ECL is recognised and interest revenue is calculated by applying the effective interest rate to the amortised cost (net of provision) rather than the gross carrying amount. 90 Days Past Due is considered as default for classifying a financial instrument as credit impaired. If an event (for eg. any natural calamity) warrants a provision higher than as mandated under ECL methodology, the Company may classify the financial asset in Stage 3 accordingly.

47 Details of Crypto Currency or Virtual Currenc

The Company has not traded or invested in Crypto currency or Virtual currency during the financial years ended March 31,2024 and March 31,2023.

48 Details of Benami Property Held

No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder in the financial years ended March 31,2024 and March 31,2023.

49 Undisclosed income

There are no transactions not recorded in the books of accounts.

50 Registration of charges or satisfaction with Registrar of Companies (ROC)

All charges or satisfaction are registered with ROC within the statutory period for the financial years ended March 31,2024. No charges or satisfactions are yet to be registered with ROC beyond the statutory period.

51 Details of CSR expenses

The Company has not made any provision for CSR expenditure during the financial years ended March 31,2024 and March 31,2023 due to Section 135 is not applicable.

52 Note on RBI Matters

The Company had received a letter from the Reserve Bank of India to surrender the Certificate of Registration (COR) for voluntary deregistration as NBFC on account of non maintence of minimum Net owned Funds(NOF). The company had sought a further period of 12 months for augmenting the NOF.

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Mar 31, 2017

1 Employee Benefit Plans

a. Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognized '' 197,155/- (As at March 31, 2016 '' 195,282/-) for Provident Fund contributions and '' 108,000/- (As at March 31, 2016 '' 108,000/-) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

b. Defined benefit plans

Consequent to the application of Accounting Standard (AS) 15 “Employee Benefits” all employee benefits have been determined in accordance with the Standard. The gratuity liability as per Actuarial Valuation has been deposited with the group gratuity Fund before March 31, 2017.

2 Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the Company is to lend and is categorized as Loan Company. Accordingly, the Company has been advised that Section 186 of the Companies Act, 2013 is not applicable to the Company.

3 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

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Mar 31, 2016

1 Taxes:

2. Current Tax: Provision for current tax is made based on the taxable income computed for the year under the Income Tax Act, 1961.

3. Deferred Taxes: Deferred tax is recognized on timing differences; being the difference between the taxable income and accounting income that originate in one periodand are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognized for all timing differences. Deferred tax assets are recognized only if there is a virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realize the assets. Deferred tax assets are reviewed at each balance sheet date for their reliability.

4 Earnings Per Share:

Basic earnings per equity share are computed by dividing the net profit for the year attributable to the Equity Shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit for the year, adjusted for the effects of dilutive potential equity shares, attributable to the Equity Shareholders by the weighted average number of the equity shares and dilutive potential equity shares outstanding during the year except where the results are anti-dilutive.

5. Provisions, Contingent liabilities and Contingent Assets:

The Company recognizes provisions when there is present obligation as a result of past event and it is probable that there will be an outflow of resources and reliable estimate can be made of the amount of the obligation. A disclosure for Contingent liabilities is made when there is a possible obligation or present obligations that may, but probably will not, require an outflow of resources. Contingent assets are neither recognized nor disclosed in the financial statements.

(ii) Rights, Preferences and Restrictions attached to equity shares

The Company has one class of equity shares having a par value of Rs. 10/- per share. Each shareholder is eligible for one vote per share held.

In the event of liquidation of the Company, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(ii) Term Loans from Others

Term loan from Others carries interest at a variable rate based on the lender Retail Prime Lending Rate (RPLR), of 13.90% p.a and is repayable in 180 installments from date of loan viz., April 28, 2013. Presently, the loan carriers rate of interest of 13.80%. The loan is secured by pledge of certain Investments of the Company, personal guarantee of a director, pledge of property and Investments of a director and pledge of third party Investments property.

6. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

Trade payable other than acceptances include certain dues to Micro and Small Enterprises, under the Micro, Small and Medium Enterprises Development Act, 2006 that have been determined based on the information available with the company and the required disclosures are given below:

7. Employee Benefit Plans

a. Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognized Rs. 1, 95,282/- (As at March 31, 2015 Rs. 1, 95,985/-) for Provident Fund contributions and Rs. 1, 08,000/- (As at March 31, 2015 Rs. 1, 08,000/-) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

b. Defined benefit plans

Consequent to the application of Accounting Standard (AS) 15 "Employee Benefits" all employee benefits have been determined in accordance with the Standard. The gratuity liability as per Actuarial valuation has been deposited with the group gratuity Fund before March 31, 2016.

8. Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the Company is to act as financiers. Accordingly, the Company has been advised that Section 186 of the Companies Act, 2013 is not applicable to the Company.

9. Disclosures under Accounting Standards (contd.)

10. Related party transactions (Disclosures as required by AS 18 - Related Party Disclosures)

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Mar 31, 2015

1 Corporate information

TCI Finance Limited ("the Company") is a public company domiciled in India. Its shares are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company is a "Loan company" engaged in the business of Non Banking Financial Institution as defined in section 45I(a) of the Reserve Bank of India Act, 1934.

(ii) Rights, Preferences and Restrictions attached to equity shares

The Company has one class of equity shares having a par value of Rs. 10/- per share. Each shareholder is eligible for one vote per share held. The Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the Company, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(i) Current maturities of Long Term Borrowings have been disclosed under the head "Other Current Liabilities" (Refer Note No. 9)

(ii) Term Loans from Others

Term loan from Others carries interest at a variable rate based on the lender Retail Prime Lending Rate (RPLR), of 13.90% p.a and is repayable in 180 instalments from date of loan viz., April 28, 2013. Presently, the loan carriers rate of interest of 14.25%. The loan is secured by pledge of certain investments of the Company, personal guarantee of a director, pledge of property of a director and pledge of third party investments and property.

2.1 4,354,546 (March 31,2014:7,717,000) Equity Shares pledged with lenders as security for Long and Short Term Borrowings (Refer Note No.5 (ii) and 7.2) and 1,085,000 Shares pledged with IFCI Venture capital limited towards loan availed by M/s Amrit Jal Ventures Private Limited.

2.2 Pledged with Bangalore Stock Exchange, the shares were split from Rs. 10/- to Rs. 5/- and also 1:1 Bonus shares issued during the year

2.3 Book value has been taken in the absence of Stock Exchange quotations

3.1 Employee Benefit Plans

a. Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 195,985/- (As at March 31,2014Rs.211,773/-) for Provident Fund contributions and Rs. 108,000/- (As at March 31,2014 Rs. 106,500/-) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

b. Defined benefit plans

Consequent to the application of Accounting Standard (AS) 15 "Employee Benefits" all employee benefits have been determined in accordance with the Standard. The gratuity liability as per Actuarial Valuation has been deposited with the group gratuity Fund before March 31,2015.

3.2 Employee benefits expenses includes Rs. 2,075,520/- paid to the Manager for the period from July 1,2014 to March 31,2015 for which the Company has obtained shareholders approval and filed an application for Central Government approval in view of inadequate profits.

4 Additional information to the Financial Statements

4.1 Contingent liabilities and commitments (to the extent not provided for) March 31, 2015 March 31,2014

Contingent liabilities

(a) Disputed Sales Tax demand 63,661 63,661

(b) Corporate Guarantees 1,966,766,935 300,000,000

The Company has provided Guarantee for A. redemption / buyback of the Optionally convertible Debentures subscribed by IFCI Venture Capital Funds Limited in Amrit Jal Ventures Private Limited, B. To the lenders of Gati Infrastructure Bhasmey Power Private Limited and C. Pledge of Gati Ltd shares to IFCI Venture Capital Funds Limited for loan availed by Amrit Jal Ventures Private Limited.

5 Disclosures under Accounting Standards (contd.)

6 Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

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Mar 31, 2014

1.1 During the year, the Company has removed leased assets, whose lease period was run off, from its fixed assets and the balance was written off against the provision made for these assets.

2 Additional information to the Financial Statements

2.1 Contingent liabilities and commitments (to the extent not provided for) March 31, 2014 March 31,2013 Contingent liabilities

(a) Disputed Sales Tax demand 63,661 63,661

(b) Guarantees 300,000,000 300,000,000

The Company has provided Guarantee for redemption / buyback of the Optionally convertible Debentures subscribed by IFCI Venture Capital Funds Limited in Amrit Jal Ventures Limited

2.2 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties:

2.3 Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the Company is to act as financiers. Accordingly, the Company has been advised that Section 372A of the Companies Act, 1956 is not applicable to the Company.

2.4 In accordance with the prudential norms issued by Reserve Bank of India for Income Recognition and provision for non-performing assets and in compliance with the said norms, the Company has, during the year, not recognised income and has made provision for non-performing assets as under:

Deferred Tax Asset for the current year is not recognised on business losses, as a measure of prudence.

3.1 Related party transactions

Details of related parties:

Description of relationship Names of related parties

Subsidiary ITAG Business Solutions Limited

Key Management Personnel (KMP)

Executive Director (upto May 15, 2012) Mr. J P Khemka

Manager Mr. Ramesh Sivaraman

Note: Related parties have been identified by the Management.

Note: Figures in bracket relates to the previous year

4 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

* includes Rs. 22,174,671/- towards Interest accrued on Investments

# excludes cost of 1,500,000 pledged shares of Gati Limited held as Investment which was invoked during the year by the pledgee (Refer Note No.16.1)

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Mar 31, 2013

Corporate information

TCI Finance Limited ("the Company") is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956. Its shares are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company is a "Loan company" engaged in the business of Non Banking Financial Institution as defined in section 45I(a) of the Reserve Bank of India Act, 1934.

1.1 Employee Benefit Plans

a. Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs 2,16,975/- (As at 31st March, 2012 Rs 1,99,978/-) for Provident Fund contributions and Rs 94,500/- (As at 31st March, 2012 Rs 87,000/-) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

b. Defined benefit plans

Consequent to the application of Accounting Standard (AS) 15 "œEmployee Benefits" all employee benefits have been determined in accordance with the Standard. The gratuity liability as per Actuarial Valuation has been deposited with the group gratuity Fund before March 31, 2013.

2 Additional information to the Financial Statements

2.1 In the earlier years, the Company had given an advance of Rs 7,60,00,000/- towards purchase of land at Chennai and disclosed as advance pending registration. During the previous year, the Company''s right in the land was relinquished and the resultant profit of Rs 1,00,00,000/- has been disclosed as exceptional item in the Statement of Profit and Loss.

2.2 Contingent liabilities and commitments (to the extent not provided for)

31st March, 2013 31st March, 2012

Rs Rs

Contingent liabilities

(a) Disputed Sales Tax demand 63,661 63,661

(b) Guarantees 300,000,000 300,000,000

The Company has provided Guarantee for redemption / buyback of the Optionally convertible Debentures subscribed by IFCI Venture Capital Funds Limited in Amrit Jal Ventures Limited

2.3 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties:

2.4 Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the Company is to act as financiers. Accordingly, the Company has been advised that Section 372A of the Companies Act, 1956 is not applicable to the Company.

3 Previous year''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification / disclosure.

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Mar 31, 2012

1 Corporate information

TCI Finance Limited (The Company) is a public company domiciled in India and incorporated under the provisions of Companies Act, 1956. Its shares are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company is a " Loan company" engaged in the business of Non Banking Financial Institution as defined in section 451(a) of the Reserve Bank of India Act , 1934.

2.1 Contingent liabilities and commitments (to the extent not provided for) Contingent liabilities

(a) Disputed sale tax demand 63,661 63,661

(b) Guarantees 300,000,000 -

The company has provided Guarantee for redemption /buyback of the Optionally convertible Debentures subscribed by IFCI Venture Capital Funds Limited in Amrit Jal Ventures Limited

(c) Uncalled liability on partly paid debentures 1,062,750 1,062,750

2.2 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

The company has not received intimation from " Suppliers" regarding the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, If any, relating to amounts not paid as at the end of the year together with the interest paid/payable as required on the said amount have not been given.

2.3 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties:

2.4 Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the company is to act as financiers. Accordingly the Company has been advised that Section 372A of the Companies Act, 1956 is not applicable to the Company.

Note 2 Disclosures under Accounting Standards

2.1 Employee benefit plans

2.1 Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 199,978 (Year ended 31 March, 2011 Rs. 211,708) for Provident Fund contributions and Rs. 87,000 (Year ended 31 March, 2011 Rs. 78,600) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

2.1a Defined benefit plans

Consequent to the application of Accounting Standard (AS) 15 Employee Benefits" all employee benefits have been determined in accordance with the Standard. The liability as per Actuarial Valuation has been deposited with the group gratuity Fund before March 31, 2012.

2.2 Managerial Remuneration amounting to Rs. 11,61,290 paid to an Executive Director appointed with effect from 9th August, 2011, is subject to approval by the members at the forthcoming Annual General Meeting. Further, due to inadequacy of profit, the aforesaid remuneration paid is subject to Central Government's approval for which application has been made.

3 The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

4 Schedule to the Balance sheet of a Non Banking Financial Company ( as required in terms of paragraph 13 of Non-Banking Financial(Non-Deposit Accepting or Holding ) Companies Prudential Norms (Reserve Bank) Directions 2007 : (Amt in Rs.)

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Mar 31, 2011

1. Contingent Liabilities not provided for in respect of:

a. Disputed sales tax demand Rs.63,661 (previous year Rs.63,661).

b. Capital commitments not provided for Rs. Nil (Previous year Rs. Nil)

c. Uncalled liability on partly paid debentures Rs.1, 062,750 (previous year Rs.1, 062,750).

2. Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the company is to act as financiers. Accordingly the Company has been advised that Section 372 A of the Companies Act, 1956 is not applicable to the Company.

3. In terms of notification DNBS 222CGM(US)2011 dated January 17,2011 issued by Reserve Bank of India, provision of Rs 1,475,000 has been made during the year.

4. The company is mainly engaged in financing activities which constitute a single business segment. There are no reportable geographical segments.

5. Advances includes

Rs.76,260,000 (Previous Year Rs.76,260,000) towards purchase of land at Chennai due for registration pending disposal of legal case in the Honorable Supreme Court of India. During the year the Honorable Supreme Court of India has given a favorable order in favour of the company to execute the sale deed.

6. Related Party Disclosures

Information regarding Related Party Transactions as per Accounting Standards 18 notified in Section 211(3C) of the Companies Act, 1956 is given below:

7. Employee Benefits

Consequent to the application of Accounting Standard (AS) 15 "Employee Benefits" all employee benefits have been determined in accordance with the Standard. The liability as per Actuarial Valuation has been deposited with the group gratuity Fund before March 31, 2011.

8. Dues to Micro and Small Enterprises:

The company has not received any intimation from "Suppliers" regarding the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts not paid as at the end of the year together with the interest paid/payable as required on the said amount have not been given.

9. Figures of the previous year have been regrouped/rearranged wherever necessary.

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Mar 31, 2010

1. Contingent Liabilities not provided for in respect of:

a. Disputed sales tax demand Rs.63,661 (previous year Rs.63,661).

h Capital commitments not provided for Rs.Nil (Previous year Rs.54,140,000 net of advances Rs.6,000,000)

c. Uncalled liability on partly paid debentures Rs.1,062,750 (previous year Rs.1, 062,750).

2 Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the company is to act as financiers. Accordingly the Company has been advised that Section 372 A of the Companies Act, 1956 is not applicable to the Company.

3. Advances includes

(a) Rs. 16,420,000 (Previous Year Rs. 13,620,000) due from subsidiary company which is in its third year of operations. It has made a profit Rs 1,195,601 (Loss in Previous year Rs. 4,783,513) during the year ended 31st March 2010 and has accumulated losses-of Rs.12,416,531 which exceeded the paid up share capital of Rs. 1,725,000. On account of the Companys long term involvement, management is of the view that no provision is required on this account at this stage.

(b) Rs.76,260,000 (Previous Year Rs.76,260,000) towards purchase of land at Chennai.

4. Related Party Disclosures

Information regarding Related Party Transactions as per Accounting Standards 18 notified in Section 211 (3C) of the Companies Act, 1956 is given below:

4.1 List of Related parties

Name of the Related PartyNature of Relation

Subsidiary:

ITAG Business Solutions Limited Subsidiary

Associates:

Amrit Jal Ventures Pvt Ltd Associate

Key Management Personnel:

Ramesh Sivaraman Manager

5. Dues to Micro and Small Enterprises:

The company has not received any intimation from "Suppliers" regarding the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts not paid as at the end of the year together with the interest paid/payable as required on the said amount have not been given.

6. Figures of the previous year have been regrouped / rearranged wherever necessary.

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Mar 31, 2009

1. Contingent Liabilities not provided for in respect of:

a Disputed income tax demands Rs.Nil and sales tax demand Rs.63,661 (previous year income tax demands Rs.566,594 and sales tax demand Rs.63,661).

b Capital commitments not provided for Rs.54,140,000 net of advances Rs.6,000,000 (Previous year Rs.88,340.000 net of advances Rs.47,800,000)

c Uncalled liability on partly paid shares/debentures Rs. 1,062,750 (previous year Rs.1,062,750)

2. Inter-Company loans/deposits given by the Company are on the basis that one of the main objects of the company is to act as financiers. Accordingly the Company has been advised that Section 372 A of the Companies Act,. 1956 is not applicable to the Company.

3. The company is mainly engaged in financing activities which constitute a single business segment. There are no reportable geographical segments,

4. Advances includes

a). Rs 136.20 lacs (Previous Year Rs 98.43 lacs) due from subsidiary company which is in its second year of operations. It has incurred a loss of Rs 47.83 lacs (Previous year Rs 88.28 lacs) during the year ended 31 st March 2009 and has accumulated losses of Rs 136.12 lacs .On account of the Companyss long term involvement, management is of the view that no provision is required on this account at this stage.

b) Rs.866,20 lacs (Previous Year Rs,478lacs) towards purchase of land and commercial space.

5. Related Party Disclosures

A. Name of the related parties

Gati Limited Associate

Gati Intellects Systems Ltd Associate

Bunny Investment and Finance Limited Associate

Giri Roadlines and Commercial Trading Pvt Ltd Associate

Jubilee Commercial & Trading Pvt Ltd Associate

TCI Hi-Ways Pvt Ltd Associate

Amrit Jal Ventures Pvt Ltd Associate

ITAG Business Solutions Limited Subsidiary

6. The company has not received any intimation from "Suppliers" regarding the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to amounts not paid as at the end of the year together with the interest paid/payable as required on the said amount have not been given.

7. Figures of the previous year have been regrouped wherever necessary.