Team India Guaranty Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 35^th Annual
Report together with the Audited Statement of Accounts
for the year ended 31^st March, 2025.

Financial / Operational Performance of the Company

The Company’s financial/ operational performance,
for the year ended 31^st March, 2025 is summarized as
below:

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 Tax		281.53		236.32
Less: Tax Expense (Current Tax)		46.83		57.10
Other Comprehensive Income /(Loss)		(1.08)		(1.36)
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 ended March 31, 2025, your
Company reported a Net Profit after Tax and Other
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 Company’s 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
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 31^st March 2025, the Company’s 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.

• 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.

• The change in Control and management
concluded on November 7, 2024.

• The registered office of the Company shifted on
December 6, 2024.

• 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/-

• Following the completion of the change in
control:

• 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.

• The shareholders approved the change of name
from “Times Guaranty Limited” to “Team
India Guaranty Limited” via Postal Ballot on

June 12, 2025.

• A Fresh Certificate of Incorporation 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 opportunities.
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 31^st 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 India’s
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.

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;

India’s 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 sector''s structural transformation has been
accelerated by rapid technological advancements.
Artificial Intelligence (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, influenced by 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
reflection of 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 India''s expanding capital markets, improved

investor depth, and strong regulatory backbone to deliver
long-term value. The sector’s 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 portfolio comprising
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 Company’s vision
to become a more diversified financial institution, with
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 and customer reach.
The objective is to leverage market opportunities in
underpenetrated credit segments while maintaining
the Company''s 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 received from
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
identification, assessment, and mitigation of key
business, financial, and operational risks. The Committee
regularly reviews major risks and mitigation measures,
ensuring alignment with the Company’s objectives.
Internal control and audit processes are robust and suited
to the scale and complexity of the Company’s operations.

Risks and Concerns

Any adverse change in the business or policy of the
Government will affect the NBFC sector adversely.

Opportunities & Threats

The growth of the Company’s 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 Company’s 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
Company’s 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. NO.	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 AroraA (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 29^th March 2025, from her earlier role
as Executive Director and CEO.

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

@Resigned as members of the Board of Directors with effect
from 07^th 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 for
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 of
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 the
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)^A

# 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 12^th 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.

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

MEETINGS

During the financial year 2024-25, 5 (five) Board
Meetings were held on 23^rd May, 2024; 09^th August,
2024, 07^th November, 2024, 14^th November 2024 and
12^th 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 Company’s 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 Company’s 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 35^th AGM. Accordingly, their tenure will conclude at
the forthcoming 35^th 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 35^th 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.

Auditor’s 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 Auditor’s 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 financial year 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 the
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 Company’s 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 year are as follows:

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

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
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 31^st 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 the
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 31^st 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 material orders passed by the
Regulators or Courts or Tribunals which impact
the going concern status and the Company’s
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 care for
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
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

ACKNOWLEDGEMENT

The Board of Directors is thankful to the Company’s
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: 13^th August 2025

---

Mar 31, 2024

Your Directors are pleased to present the 34^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

Financial / Operational Performance of the Company

The Company’s financial/ operational performance, for the year ended 31^st March, 2024 is summarized as below;

(Rs. in Lakhs)
Particulars		Financial year ended 31st March, 2024		Financial year ended 31st March, 2023
Total Income		325.35		198.41
Less; Total Expense		89.03		91.06
Profit / (Loss) before Tax		236.32		107.35
Less; Tax Expense (Current Tax)		57.10		13.70
Other Comprehensive Income /(Loss)		(1.36)		0.90
Profit / (Loss) for the year after Tax		177.86		94.55
Key Financial Ratios	Financial year ended 31st March, 2024		Financial year ended 31st March, 2023		Change
Current Ratio	14		22		(8)
Operating Profit Margin	0.73		0.55		18
Net Profit Margin	0.55		0.48		7

During the year, your Company has earned a profit of Rs. 177.86 Lakhs as against Profit of Rs. 94.55 Lakhs for the last year. Increase in profit was mainly on account of increase in interest income.

Operating Profit Margin on 31^st March, 2024 and Net Profit Margin ratios increased mainly on account of increase in income in current year as compared to last year.

Variation In Net Worth

The Net worth of the Company as on 31^st March, 2024 was Rs. 4,543.13 Lakhs as compared to Rs. 4,365.29 as on 31^st March, 2023. The increase in net worth was due to an increase in profits of the Company.

Since, the Company is a Non-deposit Accepting Non-Banking Financial Company and is engaged only in Investment activity of its owned 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 Company’s 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 Rs. 36 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 profit of Rs. 177.86 Lakhs as against profit of Rs. 94.55 Lakhs for the previous year. The Company would continue with its present business activities i.e. to invest own funds in safe debt instruments / eligible deposits.

Share Capital

As on 31^st March 2024, the Company’s paid-up Equity Share Capital was Rs. 8,99,31,490/- divided into 89,93,149 Equity Shares of Rs. 10/- each.

Update on Change of Control and Management of the Company

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 (‘Acquirers’) to sell its entire shareholding in the Company (67,37,399 equity shares representing 74.92% of the voting share capital) at Rs. 50.01 per share, subject to receipt of requisite regulatory and other approvals. Securities and Exchange Board of India (SEBI), vide its letter dated 20^th March, 2024, provided its final comments on the Draft Letter of Offer (DLOF). The comments received vide the SEBI Observation Letter will be suitably incorporated in the final Letter of Offer. Being a Base Layer NBFC, the Company requires prior approval from the Reserve Bank of India (RBI) for change in control and management

of the Company. The Company had made requisite application in January 2024 to the RBI and is awaiting approval. In respect of this share purchase transaction, and in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 2011, the Acquirers are required to conduct an Open Offer to the public shareholders of the Company. Requisite Public Announcement has been made by the Acquirers to acquire 22,55,750 equity shares of the Company from the Public Shareholders at price of Rs. 73.25/- per share.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Overview

Times Guaranty Limited (‘TGL’) is registered with the Reserve Bank of India (’RBI’) as a Non-Deposit Accepting, Non-Banking Financial Company and is an Investment Company.

Industry Structure and Developments

Global Economic Scenario:

The global economic scenario presents both challenges and opportunities for Non-Banking Financial Companies (NBFCs). NBFCs continue to navigate a landscape, marked by evolving regulatory frameworks, changing consumer behavior and shifting market dynamics. The ongoing low-interest-rate environment has implications for funding costs and profitability, influencing NBFCs'' lending strategies and risk management practices. Geopolitical tensions and trade uncertainties may impact global financial markets, potentially affecting NBFCs'' access to capital and international expansion plans. Nevertheless, the growing demand for credit and financial services, coupled with technological advancements, offers avenues for NBFCs to innovate and diversify their product offerings, fostering resilience and sustainable growth in a dynamic global economy.

Indian Economic Scenario:

As of 31^st March, 2024, the Indian economic scenario presents a mix of opportunities and challenges for NBFCs. NBFCs are adapting to evolving regulatory frameworks, including measures aimed at enhancing financial stability and consumer protection. The liquidity situation has improved compared to previous years, but challenges persist, particularly in terms of funding costs and asset quality management. Technological advancements and digitalization are reshaping the NBFC landscape, offering avenues for innovation and improved customer engagement. Overall, while navigating through uncertainties such as geopolitical developments and domestic policy changes, NBFCs are focused on leveraging opportunities for sustainable growth and financial inclusion in the Indian economy.

Industry Overview — NBFC:

• Regulatory Landscape: NBFCs are adapting to evolving regulatory norms, including stricter compliance requirements aimed at enhancing financial stability and consumer protection.

• Liquidity situation: While the liquidity situation has improved compared to previous years, NBFCs still face challenges in terms of funding costs and managing asset-liability mismatches.

• Asset Quality Management: Asset quality remainsafocus areaforNBFCs,withefforts directed towards maintaining a healthy loan portfolio and managing non-performing assets (NPAs).

• Digital Transformation: Technological

advancements and digitalization are reshaping the NBFC sector, with firms increasingly adopting digital platforms for customer acquisition, underwriting and service delivery.

• Market Competition: Competition among NBFCs remains intense, with players vying for market share across various segments such as consumer finance, SME lending, housing finance and vehicle finance.

• Focus on Innovation: NBFCs are focusing on innovation to differentiate themselves in the market, offering customized financial solutions, leveraging data analytics for risk management and exploring partnerships with fintech firms.

• Financial Inclusion: NBFCs continue to play a crucial role in promoting financial inclusion, extending credit facilities to underserved segments of the population and supporting entrepreneurship and livelihood generation.

• Sustainable Growth: Amidst evolving economic and regulatory landscapes, NBFCs are striving for sustainable growth, balancing risk management with the pursuit of opportunities for expansion and diversification.

REPORT ON CORPORATE GOVERNANCE

A Report on Corporate Governance is included as a part of the Annual Report. The certificate received from Mehta & Mehta, 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 processes in place to identify, assess and monitor various business, financial and operational risks. Major risks identified by the functions are systematically addressed through mitigating actions on a continuous basis. These are also discussed at the meeting of the Audit Committee of the Company. The Company’s internal control systems and the audit processes are commensurate with the nature of business, the size and complexity of its operations.

Risks and Concerns

Any adverse change in the business or policy of the Government will affect the NBFC sector adversely.

Opportunities & Threats

The growth of the Company’s 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 Company’s operations.

Human Resources

Your Company has well experienced personnel to carry out its current business activities. The employees work in line with the organizational goal. There were 2 (two) permanent employees on the rolls of the Company as on 31^st March, 2024. There were no material developments in Human Resource function, during the year under review.

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

No material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiary, associate and joint venture.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

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

SR. NO.	NAME	DESIGNATION
1.	Dr. Arun Arora*	Chairman &
	(DIN:00172044)	Independent Director
2.	Mr. Sivakumar Sundaram	Non-Executive
	(DIN: 00105562)	Director

SR. NO.	NAME	DESIGNATION
3.	Ms. Mitu Samarnath Jha (DIN: 07244627)	Non-Executive, Independent Director
4.	Ms. Anita Malusare (DIN: 07773062)	Executive Director (ED) & Chief Executive Officer (CEO)
5.	Mr. Gopalkrishnan Ramaswamy (DIN: 02712174)	Non-Executive Director
6.	Mr. Jayaprakash Nair@ (DIN: 07816567)	Non-Executive Director
7.	Mr. Vikesh Wallia# (DIN: 06674059)	Non-Executive, Independent Director
8.	Mr. M LakshminarayananA (DIN: 00682223)	Non-Executive Director

*Dr. Arun Arora was designated as the Chairman of the Board w.e.f 27^th October, 2023 in place of Mr. Sivakumar Sundaram.

@Resigned as Non-Executive Director w.e.f. 5^th September, 2024

#Appointed as Non-Executive/Independent Director w.e.f. 5^th September, 2024

^AAppointed as Non-Executive Director w.e.f. 5 ^th September, 2024

Retirement by Rotation

Mr. Sivakumar Sundaram (DIN: 00105562), retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for 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 of 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 the Company.

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. Anita Malusare, Executive Director & Chief Executive Officer (ED & CEO)

2. Ms. Muskaan Tinwala, Company Secretary (CS)*

3. Mr. Pramod Karmarkar, Chief Financial Officer

(CFO)

*Ms. Muskaan Tinwala (ACS No.: 71208) was appointed as the Company Secretary (CS) and Compliance Officer of the Company, w.e.f. 27^th October, 2023 in place of Ms. Shweta Chaturvedi who resigned from the said post. MEETINGS

During the financial year 2023-24, 4 (four) Board

Meetings were held on 18^th May, 2023; 10^th August, 2023, 27^th October, 2023 and 08^th February, 2024. 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 Company’s website at www.timesguarantylimited.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 Company’s website at www.timesguarantylimited.com under the web link as provided in Corporate Governance Report which is the part of this Annual Report. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on the CSR activities during the year are set out in Annexure 1 of this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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 2.

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 Annual General Meeting held on 24^th September, 2020, Vinod Kumar Jain & Co., Chartered Accountants (Membership No: 036373, Firm Registration No. 111513W), were appointed as Statutory Auditors of the Company for the first term of 5 (Five) financial years (2020-2021 to 2024-2025) i.e. from the conclusion of the 30^th AGM till the conclusion of 35^th AGM.

Auditor’s 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 Auditor’s 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

Mehta & Mehta, Practicing Company Secretaries (Membership No.: F3667; Certificate of Practice No.: 23905) were appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2023-24 as required under Section 204 of the Act and Rules made thereunder. The secretarial audit report for financial year 2023-24 forms part of this Report as Annexure 3. 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 financial year 2023-24 (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 4 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:

The Company being a Non-Banking Financial Company (NBFC), having only investment activities (Investment Company), provisions under Section 186 of the Act are not applicable to the Company.

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

Sexual Harassment

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy on prevention, prohibition & redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under. There was no complaint on sexual harassment during the year under review.

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

Extract of Annual Return

The extract of Annual Return of the Company for the financial year ended 31^st March, 2024 as required, under Section 92 of the Act, is available under the link https://www.timesguarantylimited.com/tgl/pdf/Annual%20 Return/1725361370491-TGL-MGT-7_2023-24.pdf

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 2023-24.

Compliance under RBI Regulations

RBI has notified the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 (“RBI Master Direction”). The RBI Master Direction classified NBFCs into Base, Middle, Upper and Top layer based on risk perception, size of operations and nature of activity. The Company has been classified as an NBFC - Base Layer, as non-deposit taking NBFC below asset size of Rs. 1000 crore and not availing public funds and not having any customer interface under the RBI Master Direction. The Company has complied with the requirements prescribed by RBI, from time to time, as applicable to it.

Further, pursuant to the Non-Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 2016, a report from the Statutory Auditors to the Board of Directors, has been received by the Company. The said report confirms compliance by the Company during the financial year ended 31^st March, 2024 with the RBI Master Direction.

Business Responsibility and Sustainability Report

Since the Company does not fall in Top 1000 listed entities as per the Market Capitalisation as on 31^st March, 2024, 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 material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s 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 2023-24 and of the profit of the Company for that period;

c. They have taken proper and sufficient care for 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 compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

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

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the 28^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2018.

FINANCIAL PERFORMANCE

The Company’s financial performance, for the year ended 31^st March, 2018 is summarized as below:

{Rs. in Lacs}

Particulars	Financial year ended 31st March, 2018	Financial year ended 31st March, 2017
Total Income	111.20	557.57
Less: Total Expense	47.03	44.82
Profit / (Loss) before Tax	64.17	512.75
Less: Tax Expense
Current Tax	11.00	107.00
Short / (Excess) Provision for earlier years	5.06	-
Profit / (Loss) for the year after Tax	48.11	405.75

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 Rs. 9.62 Lacs (Rupees Nine Lacs and Sixty-Two Thousand only) to the statutory reserve created under Section 45 IC of the Reserve Bank of India Act, 1934.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Overview

Times Guaranty Limited (“TGL”) is registered with the Reserve Bank of India (“RBI”) as a Non-Deposit Accepting, Non-Banking Financial Company and is engaged in the business of providing financial services.

Industry Overview

FY2018 began in an uncertain environment with the economy coming to terms with the impact of demonetisation of Rs. 500/- and Rs. 1,000/- bank notes that came into effect on 8^th November, 2016. As per the second advance estimates of national income for FY2018 released by the Central Statistics Office (CSO) on 28^th February, 2018 real GDP growth for FY2018 at 6.6%, which is 0.5% less than the 7.1% growth witnessed in FY2017.

NBFCs continued to grow their share in the financial services industry. Data published by the RBI in its Financial Stability Reports dated 30^th June, 2017 and 21^st December, 2017 show that the NBFCs have outperformed scheduled commercial banks (SCBs) on growth in advances, asset quality and profitability. This growth momentum of NBFCs should result in their share in the financial services sector increasing in the near future.

State of Company Affairs and Outlook

During the year under review, your Company has earned a profit of Rs. 48.11 Lacs as against Profit of Rs. 405.75 Lacs for the previous year.

The main source of income during the year was out of profit on the sale of investments.

Your Company intends to aggressively pursue the bright prospects and enormous opportunities towards the objects of the Company. Your Company is examining various options of commencing new activities.

Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

Internal Control Systems and their Adequacy

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Risk Management System

The Company has processes in place to identify, assess and monitor various business, financial and operational risks. Major risks identified by the functions are systematically addressed through mitigating actions on a continuous basis. These are also discussed at the meeting of the Audit Committee of the Company. The Company’s internal control systems and the audit processes are commensurate with the nature of business, the size and complexity of its operations.

Risks and Concerns

Any adverse change in the business or negative policy of Government will affect the NBFC sector adversely.

Opportunities

The success of NBFCs can be clearly attributed to their better product lines, lower cost, wider and effective reach, strong risk management capabilities to check and control bad debts, and better understanding of their customer segments.

Threats

Growth of the Company’s asset book, quality of assets and ability to continue the business depends significantly on the economy. Unfavourable events in the Indian economy can affect consumer sentiment and in turn impact consumer decision to purchase financial products. Competition from a broad range of financial services providers, unstable political environment and changes in Government policy / regulatory framework could impact the Company’s operations.

Human Resource

Human Resource is the most vital factor of any organization. Your Company has well experienced personnel. The employees work in line with the organizational goal.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has always taken adequate steps to adhere to all the requirements as laid down in SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended (SEBI LODR). A Report on Corporate Governance is included as a part of the Annual Report. The certificate received from Mehta & Mehta, Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance as laid down in SEBI LODR is also included as a part of the Annual Report.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

Your Company has shifted its registered office from Trade House, 1^st Floor, Kamala Mills Compound, Senapati Bapat Marg Lower Parel Mumbai 400 013 to 5^th Floor, Times Tower, Kamala Mills Compound, Senapati Bapat Marg Lower Parel Mumbai 400 013, Maharashra, a place situated within the jurisdiction of the Registrar of Companies, Maharashtra, Mumbai w.e.f. 1^st May, 2018 for operational convenience and efficiency.

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

No material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the Company.

MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiary, associate and joint ventures and hence requirements under the provisions of Section 129(3), 134 and Rule 8 of Companies (Accounts) Rules, 2014 are not applicable to your Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 (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 and that no material departures have been made from the same.

b. They have selected such accounting policies and applied them consistently, and have made judgments 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 financial year 31^st March, 2018 and of the profits of the Company for the said year.;

c. They have 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.;

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 compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Company complies with all the applicable provisions of Secretarial Standards.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

Directors

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

SR. NO.	NAME	DESIGNATION
1.	Mr. Sivakumar Sundaram (DIN: 00105562)	Chairman & Non-Executive Director
2.	Ms. Aashu Madhan (DIN: 07058431)	Non-Executive Director
3.	Dr. Arun Arora (DIN: 00172044)	Non-Executive / Independent Director
4.	Ms. Mitu Samar Nath (DIN: 07244627)	Non-Executive / Independent Director
5.	Ms. Anita Malusare (DIN: 07773062)	Executive Director & Chief Executive Officer

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 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, Ms. Aashu Madhan (DIN: 07058431) retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI LODR is mentioned in the Notice which is part of this Annual Report.

Key Managerial Personnel (KMP):

As on the date, following are the Key Managerial Personnels of the Company as per Section 203 of the Act:

1. Ms. Anita Malusare, Executive Director & Chief Executive Officer (ED & CEO)

2. Ms. Shweta Chaturvedi, Company Secretary (CS)

3. Mr. Pramod Karmarkar, Chief Financial Officer (CFO)

MEETINGS

During the financial year 2017-18, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, the revised Secretarial Standards-1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.

AUDIT COMMITTEE (AC)

As on the date, following is the composition of the Audit Committee;

1. Ms. Mitu Samar Nath- Chairperson

2. Mr. Sivakumar Sundaram-Member

3. Dr. Arun Arora-Member

During the financial year 2017-18, four meetings of Audit Committee of the Company were held on 24^th April, 2017, 10^th August, 2017, 13^th November, 2017, and 12^th February, 2018. All recommendations made by the Audit Committee during the year were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

As on the date, the following is the composition of Nomination and Remuneration Committee:

1. Ms. Mitu Samar Nath- Chairperson

2. Mr. Sivakumar Sundaram-Member

3. Dr. Arun Arora- Member

During the financial year 2017-18, three meeting of NRC of the Company were held on 24^th April, 2017, 10^th August, 2017 and 23^rd March, 2018.

The Nomination and Remuneration policy of the Company, specifying therein the appointment and remuneration of the Directors, Key Managerial Personnels 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 Company’s website at www.timesguarantylimited.com under the web link as provided in Corporate Governance Report which is the part of the Annual Report

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

As on the date, Stakeholders’ Relationship Committee of the Company comprises of the following:

1. Mr. Sivakumar Sundaram - Chairman

2. Ms. Aashu Madhan -Member

During the financial year 2017-18, ten meetings of Stakeholders’ Relationship Committee were held on 7^th April, 2017, 3^rd July, 2017, 26^th July, 2017, 4^th August, 2017, 25^th October, 2017, 5^th December, 2017, 14^th December, 2017, 27^th December, 2017, 19^th January, 2018 and 6* March, 2018.

The Committee members attended all the aforesaid meetings.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 for the financial year 2017-18 has been disclosed separately and forms part of the Directors’ report as Annexure 1.

DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies, of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, the Company has not made any loans, guarantee or investments under Section 186 of the Act.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with Related party were on arm’s length basis and were in the ordinary course of business except one transaction which was not at arm’s length as disclosed in Form AOC-2 appended as Annexure 2 to this report. There were no material contracts or arrangements or transactions at arm’s length basis during the period under review.

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 are given in Annexure 3.

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.

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 4 to the Directors’ Report.

AUDITORS

Statutory Auditors

At the Annual General Meeting held on 27^th September, 2017, V. B. Goel & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 30^th Annual General Meeting (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 Auditor’s 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.

Secretarial Auditor

Mehta & Mehta, Practicing Company Secretaries were appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2017-18, as required under Section 204 of the Act and Rules made thereunder. The secretarial audit report for financial year 2017-18 forms part of this Report as Annexure 5.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report.

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. None of such cases were reported to the Audit Committee during the financial year 2017-18.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

This part is covered under the Corporate Governance Report.

PREVENTION OF SEXUAL HARASSMENT

No concerns/complaints have been raised under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under during the financial year 2017-18.

NON-BANKING FINANCIAL COMPANIES AUDITORS’ REPORT (RESERVE BANK) DIRECTIONS, 1998

Pursuant to the Non-Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 1998, a report from the Statutory Auditors to the Board of Directors, has been received by the Company. The said report confirms compliance by the Company during the financial year ended 31^st March, 2018 of all the directions and Prudential Norms as prescribed by Reserve Bank of India under the Reserve Bank of India Act, 1934.

ACKNOWLEDGEMENT

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

For and on behalf of Board of Directors

Sivakumar Sundaram

Registered Office: Chairman

5^th Floor, Times Tower, (DIN:00105562)

Kamala Mills Compound,

Senapati Bapat Marg,

Lower Parel, Mumbai-400013.

Dated: 26^th July, 2018.

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Mar 31, 2014

DEAR SHAREHOLDERS,

The Directors are pleased to submit their 24th Annual Report together with the audited statement of accounts for the financial year ended March 31, 2014.

MANAGEMENT DISCUSSION & ANALYSIS:

Financial results:

The Company''s fnancial performance, for the year ended March 31, 2014 is summarised below:

[Rs. in lacs]

particulars Financial Financial year ended Year ended march 31, march 31, 2014 2013

Total Income 165.25 238.36

Total Expenses 32.81 25.85

Gross Profit 132.44 212.51

Profit Before Tax 132.44 212.51

Provision for Taxation 13.51 18.86

Profit for the Year after Tax 118.94 193.65

Profit for the Year after 118.94 193.65 Adjustments

Financial performance:

During the year under review, your Company has earned total income of Rs.165.25 lacs as against Rs. 238.36 lacs for the previous year. After accounting for the expenditure of Rs. 32.81 lacs (previous year Rs. 25.85 lacs), your Company earned a net Profit after tax of Rs. 118.94 lacs.

The main source of income during the year was dividend income received from mutual fund investments made by the Company.

Your Company is examining various options of commencing new activities.

Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

In view of the volume of your Company''s business, the current employee strength is considered adequate.

Subsidiary Company:

There are no subsidiaries of your Company.

Board oF Directors:

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Avinash Jain (DIN: 00330054) and Mr. Arun Arora (DIN: 00172044) as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 (the Act) and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

In accordance with the requirements of the Act, Mr. S. Sivakumar (DIN: 00105562) retires by rotation and is eligible for re-appointment.

A brief resume of the Directors seeking appointment/ re-appointment is provided in the Notice.

Directors'' responsibility statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with the requirements set out under schedule VI to the Companies Act, 1956 have been followed and there are no material departures for the same;

ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the Profit of the Company for the year ended on that date;

iii) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the annual accounts on a ''going concern'' basis.

Fixed Deposit:

The Company has not accepted any Fixed Deposit from the public during the year under review.

Appointment of internal auditors:

The Company had appointed M/s. Madhvi Vora & Associates, Chartered Accountants, as the Internal Auditors of the Company. in place of M/s. Shrikant Kulkani & Associates, Chartered Accountants, who resigned w.e.f.April 20, 2014.

Auditor''s and auditor''s report:

M/s. V. B. Goel & Co., Chartered Accountants, the Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company had received letters from M/s. V. B. Goel & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. They are being appointed as Auditors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company. The notes on fnancial statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

Listing:

The Company''s Equity Shares are presently listed with BSE Limited and The National Stock Exchange of India Ltd.

Corporate Governance:

A separate section on Corporate Governance forming part of the Directors'' Report and the certifcate from Practising Company Secretary confirming compliance of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Indian Stock Exchanges are included in Annual Report.

Particulars oF Conservation of energy, Technology absorption and Foreign exchange earnings:

The particulars as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 on conservation of energy and technology absorption is not applicable to your Company, since your Company is not a manufacturing Company.

There were no foreign exchange earnings or outgo during the year.

particulars of employees:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Acknowledgments:

The Board of Directors thanks the Company''s promoters, customers, bankers and employees for their continued support.

By order of the Board of Directors For Times Guaranty Limited

S. sivakumar Shrijeet mishra Director Director

Place : Mumbai Dated : May 20, 2014

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Mar 31, 2012

The Directors are pleased to present the 22nd Annual Report along with the audited accounts for the financial year ended March 31, 2012.

Management Discussion & Analysis

The summary of financial results, as indicated below, compares the financial performance of your Company for the year ended March 31, 2012 with the results for the year ended March 31, 2011:

(Rs. in lacs)

Particulars Year ended Year ended March 31, March 31, 2012 2011

Total Income 119.30 61.19

Total Expenses 26.47 34.20

Gross Profit 92.83 26.99

Profit Before Tax 92.83 26.99

Provision for Taxation 0.01 (3.24)

Profit for the Year after Tax 92.82 30.23

Profit for the Year after 92.82 30.23

Adjustments

Total Income increased to Rs. 119.30 lacs for the year ended March 31, 2012 as compared to Rs. 61.19 lacs, mainly due to maturity period of schemes falling in this year. The main source of income during the year was dividend income from mutual fund investments made by the Company.

For the year ended March 31, 2012 expenses were Rs. 26.47 lacs as compared to Rs. 34.20 lacs for the previous year and the Management is trying to reduce the cost of operation to maximum possible extent.

From last few years, your Company has concentrated on recovery of the asset portfolio. Now since almost all the recoverable portfolio is recovered, your Company is examining various options of commencing new activities but the current condition of the economy like increase in interest rates, inflation and political factors compel management to give second thought before starting any new activity.

Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

In view of the volume of your Company's business, the current employee strength is considered adequate.

Auditor's Observations

There are no adverse observations made by the Auditors in their Report to the Members.

Subsidiary Company

There are no subsidiaries of your Company.

Particulars of conservation of energy, technology absorption and foreign exchange earnings

As your Company is not engaged in any manufacturing activities, there are no particulars to be furnished for conservation of energy and technology absorption. There were no foreign exchange earnings or outgo during the year.

Personnel

There are no employees covered by Section 217 (2A) of the Companies Act, 1956.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012 and of the profit of the Company for the year ended March 31, 2012.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a 'going concern' basis.

Stock Exchanges

The Equity Shares of your Company are currently listed with BSE Ltd. and The National Stock Exchange of India Ltd. The listing fees for the financial year 2012-13 have been paid to both the Stock Exchanges.

Corporate Governance

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges, are complied with.

A separate report on Corporate Governance is attached as annexure to this Report.

Directors

Mr. Avinash Jain and Mr. D. N. Shukla, Directors of your Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Mr. Avinash Jain, 46, B.Com (Hons), FCA, is a practicing Chartered Accountant who has over 24 years experience in the field of taxation and auditing. He was appointed as additional Director of the Company on March 30, 2002. He is a member of the Audit Committee of the Company.

Mr. D. N. Shukla, 84, B.Com., C.A. I.I.B, has 45 years of experience in the Banking Industry with internal exposure. He retired as Executive Director of Bank of India. He was appointed as additional Director of the Company on November 26, 2001. He is the Chairman of the Audit Committee of the Company. He is also Director of Jaysynth Dyestuff (India) Ltd., Zenith Securities & Investments Ltd., Homi Mehta & Sons Pvt. Ltd. and Bharti Polytex Pvt. Ltd.

Appointment of Auditors

M/s. V. B. Goel & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Appointment of Internal Auditors

M/s. Shrikant Kulkarni & Associates, Chartered Accountants, have been re-appointed as Internal Auditors of the Company.

Acknowledgments

The Board of Directors thank the Company's promoters, customers, bankers and employees for their continued support.

For and on behalf of the Board of Directors

DR. BHASKAR DAS S. SIVAKUMAR Chairman Director Mumbai May 22, 2012

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the 21st Annual Report along with the audited accounts for the financial year ended March 31, 2011.

Management Discussion & Analysis

The summary of financial results, as indicated below, compares the financial performance of your Company for the year ended March 31. 2011 with the results for the year ended March 31, 2010:

[Rs. in lacs]

Particulars Year ended Year ended March 31, March 31, 2011 2010

Total Income 61.19 211.91

Total Expenses 34.06 38.05

Depreciation (0.14) (0.14)

Gross Profit 26.99 173.72

Prior Period Income 0.00 0.54 and expenses

Profit Before Tax 26.99 174.26

Provision for Taxation 3.24 (4.45)

Profit for the Year after Tax 30.23 169.81

Profit for the Year after 30.23 169.81 Adjustments

Total Income decreased to Rs.61.19 lacs for the year ended March 31, 2011 as compared to Rs. 211.91 lacs. This is mainly because your Company has adopted a very conservative approach towards investing its funds only in debt funds through fixed maturity plans which was discontinued for a period of almost three to six months by Mutual Fund Industry, which resulted in low income during this financial year.

For the year ended March 31, 2011 expenses were Rs. 34.06 lacs as compared to Rs, 38.05 lacs for the previous year and the Management is trying to reduce the cost of operation to the maximum possible extent.

From last few years, your Company has concentrated on recovery of the asset portfolio. Your Company was successful in recovering amounts to the tune of Rs. 22 Crores due to favorable results in various legal and remedial actions. Now since almost all the recoverable portfolio is recovered, your Company is examining various options of commencing new activities but the current condition of the economy like increase in interest rates, inflation and political factors compel the management to give second thought before starting any new activity.

Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

In view of the volume of your Company's business, the current employee strength is considered adequate.

Change of Registered Office of the Company:

Your Company has shifted its registered office from Ground Floor. Matulya Mills Compound, S.B. Marg, Lower Parel (West), Mumbai- 400 013 to Trade House, 1st F loor. Kamala Mills Compound, Senapati Bapat Marg. Lower Parel, Mumbai- 400 013, a place situated within the jurisdiction of the Registrar of Companies. Mumbai, Maharashtra with effect from June 29, 2010 for operational convenience and efficiency.

Auditor's Observations

There are no adverse observations made by the Auditors in their Report to the Members.

Subsidiary Company

There are no subsidiaries of your Company.

Particulars of conservation of energy, technology absorption and foreign exchange earnings

As your Company is not engaged in any manufacturing activities; there are no,particulars to be furnished for conservation of energy and technology absorption. There were no foreign exchange earnings or outgo during the year. .

Personnel

There are no employees covered by Section 217 (2A) of the Companies Act. 1956.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act. 1956. your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 201 1 and of the profit of the Company for the year ended March 31, 201 1

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a 'going concern' basis.

Stock Exchanges

The Equity Shares of your Company are currently listed with the Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd. The listing fees for the financial year 2011-12 have been paid to both the Stock Exchanges.

Corporate Governance

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges, are complied with.

A separate report on Corporate Governance is attached as annexure to this Report.

Directors

Mr. P.M. Rao, Director of the Board of Directors of your Company resigned from the Board on May 16, 2011. The Board has accepted his resignation and placed on record its appreciation of the sterling contribution made by Mr. P.M. Rao during his tenure as a Director of your Company.

Dr. Bhaskar Das and Mr. S. Sivakumar, Directors of your Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Mr. Arun Arora, was appointed as Additional Director of your Company, whose term of office expires at the ensuing Annual General Meeting of the Members. Your Company has received notice under Section 257 of the Companies Act, 1956 along with the requisite deposit in respect of Mr. Arun Arora, proposing his appointment as a Director of the Company. The Board recommends that Members confirm' his appointment as Director of your Company, liable to retire by rotation.

Appointment of Auditors

M/s. V.B. Goel & Co.. Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Appointment of Internal Auditors

M/s. Shrikant Kulkarni & Associates, Chartered Accountants, have been re-appointed as Internal Auditors of the Company.

Acknowledgments

The Board of. Directors thank the Company's promoters, customers, bankers and employees for their continued support.

For and on behalf of the Board of Directors

AVINASH JAIN S.SIVAKUMAR Director Director

Mumbai May 16. 2011

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Mar 31, 2010

The Directors are pleased to present the 20th Annual Report along with the audited accounts for the financial year ended March 31, 2010.

Management Discussion & Analysis

The summary of financial results, as indicated below, compares the financial performance of your Company for the year ended March 31, 2010 with the results for the year ended March 31, 2009:

[Rs. in lacs]

Particulars Year ended Year ended

March 31, March 31,

2010 2009 Total Income 211.91 219.44

Total Expenses 38.05 74.05

Gross Profit 173.86 145.39

Prior Period Income 0.54 0.00

and expenses

Depreciation (0.14) (0.10)

Profit Before Tax 174.26 145.29

Provision for Taxation (4.45) (15.11)

Profit for the Year after Tax 169.81 130.18

Profit for the Year after 169.81 130.18

Adjustments

During the year under review, your Company focused primarily on recovery of the asset portfolio. Your Company has taken various legal and remedial actions for asset recoveries including recovery suits, winding up petitions and criminal complaints for dishonour of cheques. These cases are in various stages of completion, while favourable results in the other legal cases are expected in the subsequent years. The remedial actions for recoveries include restructuring, reschedulements, asset substitution/collateralisation, foreclosures and repossessions.

Total Income decreased to Rs.211.91 lacs for the year ended March 31, 2010 as compared to Rs. 219.44 lacs. While the main business of your Company continues to be recovery from impaired assets, the other sources of income during the year were dividend from mutual fund investments.

For the year ended March 31, 2010 expenses were Rs. 38.05 lacs as compared to Rs. 74.05 lacs for the previous year. Profit Before Tax has increased to Rs.174.26 lacs for the year ended March 31, 2010 from Rs. 145.29 lacs for the previous year.

After providing for taxation of Rs. 4.45 lacs, Profit After Tax has increased to Rs. 169.81 lacs for the year ended March 31, 2010 from Rs. 130.18 lacs for the previous year.

Recovery of assets depends to a large extent on the continued revival in business activities as well as on the outcome of the legal process. Though there has been considerable stimulation in economic activity and a revival of the capital market, the major part of our recovery efforts are mainly an outcome of the legal actions initiated by us.

Your Company is examining various options of commencing new activities.

Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

In view of the volume of your Companys business, the current employee strength is considered adequate.

Change of Registered Office of the Company:

Your Company has shifted its registered office from Ground Floor. Matulya Mills Compound, S.B. Marg, Lower Parel (West), Mumbai- 400 013 to Trade House, 1st Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai- 400 013, a place situated within the jurisdiction of the Registrar of Companies, Maharashtra, Mumbai with effect from June 29, 2010 for operational convenience and efficiency.

Auditors Observations

There are no adverse observations made by the Auditors in their Report to the Members.

Subsidiary Company

There are no subsidiaries of your Company.

Particulars of conservation of energy, technology absorption and foreign exchange earnings

As your Company is not engaged in any manufacturing activities, there are no particulars to be furnished for conservation of energy and technology absorption. There were no foreign exchange earnings or outgo during the year.

Personnel

There are no employees covered by Section 217 (2A) of the Companies Act, 1956.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2010 and of the profit of the Company for the year ended March 31, 2010.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a ‘going concern basis.

Stock Exchanges

The Equity Shares of your Company are currently listed with the Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd. The listing fees for the financial year 2010-11 have been paid to both the Stock Exchanges.

Corporate Governance

Your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges, are complied with. A separate report on Corporate Governance is attached as annexure to this Report.

Directors

Mr. D. N.Shukla, and Mr. P. M. Rao, Directors of your Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Appointment of Auditors

M/s Haribhakti & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General

Meeting and have expressed their unwillingness to be appointed as the Statutory Auditors of the Company for the financial year 2010-11 at the ensuing Annual General Meeting of the Members of the Company.

Therefore, it is proposed to appoint, M/s. V.B. Goel & Co., Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for the Financial Year ending on 31st March 2011 to hold the office of the Statutory Auditors of the Company from the conclusion of the twentieth Annual General Meeting until the conclusion of the twenty first Annual General Meeting of the Company on a remuneration to be decided by the Board of Directors.

M/s. V.B. Goel & Co., Chartered Accountants, have consented to such appointment. They have also confirmed their eligibility for appointment as Statutory Auditors of the Company under Section 224(1B) of the Companies Act, 1956.

The Board of Directors of your Company recommends the appointment of M/s. V.B. Goel & Co., Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for the Financial Year ending on 31st March, 2011 at the ensuing Annual General Meeting.

Acknowledgments

The Board of Directors thanks the Companys promoters, customers, bankers and employees for their continued support.

For and on behalf of the Board of Directors

Mumbai P.M. RAO S. SIVAKUMAR

May 28, 2010 Director Director