TCFC Finance Limited disclosed a compliance lapse concerning the disclosure of related party transactions for the financial year ended March 31, 2026, resulting in a monetary penalty. The company submitted its Annual Secretarial Compliance Report to BSE Limited on May 26, 2026, confirming adherence to most SEBI regulations while noting specific deviations.

The report, issued by M/s. Aabid & Co, Company Secretaries, identified a non-compliance with Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This regulation mandates that listed entities disclose related party transactions in the format specified by the board and within the prescribed timeline. Due to the delay in compliance, the stock exchange levied a fine of ₹5,900 on the company.

Compliance Status and Remedial Actions

The secretarial audit confirmed that the company has complied with the provisions of the SEBI Act, SCRA, and various other regulations, including those concerning insider trading and event disclosures. The report highlighted that the company successfully addressed observations from previous reports regarding website maintenance.

In the prior period, the company had failed to update changes to its website content within two working days as required by Regulation 46(3). The Annual Secretarial Compliance Report for FY26 states that the company has now complied with these provisions, ensuring timely updates on its website within the statutory timelines.

Key Compliance Indicators

The report provided a detailed breakdown of the company's compliance status across various operational and governance parameters for the review period.

The auditors clarified that the responsibility for compliance and the authenticity of documents lies with the management, while their role is limited to certification based on an examination of relevant records. The report does not constitute an audit or an opinion on the financial records of the company.

TCFC Finance Limited has published newspaper notices in Financial Express and Mumbai Lakshwadeep, informing stakeholders about the registration of the order issued by the Ministry of Corporate Affairs through the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, approving the scheme of reduction in share capital of the company. The disclosure was made pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and was submitted to BSE Limited on 12th May, 2026.

NCLT Order and Regulatory Timeline

The NCLT Mumbai Bench - I passed the order confirming the reduction of share capital on 22nd April, 2026, in the matter of Company Petition CP No. 285 (MB) of 2025. The certified true copy of the order was received on 4th May, 2026. Subsequently, the NCLT order was filed with the Registrar of Companies (RoC), Mumbai, Maharashtra in Form-28, and was duly registered by the RoC on 8th May, 2026. The reduction scheme had earlier been approved by the shareholders of the company through a Special Resolution on 26th September, 2025.

The key milestones in the regulatory process are summarised below:

Approved Form of Minutes: Revised Share Capital Structure

The Form of Minutes approved by the Tribunal under Section 66(5) of the Companies Act, 2013 sets out the revised capital structure of TCFC Finance Limited. The issued, subscribed, and paid-up equity share capital of the company has been reduced as detailed in the table below:

The reduction brings the total number of equity shares from 1,04,82,129 (One Crore Four Lakhs Eighty Two Thousand One Hundred and Twenty Nine) to 99,46,795 (Ninety Nine Lakhs Forty Six Thousand Seven Hundred and Ninety Five) equity shares of INR 10 each, with the paid-up capital correspondingly reduced from INR 10,48,21,280 (Indian Rupees Ten Crores Forty Eight Lakhs Twenty One Thousand Two Hundred and Eighty only) to INR 9,94,67,950 (Indian Rupees Nine Crores Ninety Four Lakhs Sixty Seven Thousand Nine Hundred and Fifty only).

Disclosure and Compliance

The notice was signed by Zinal M. Shah, Company Secretary & Compliance Officer of TCFC Finance Limited, and submitted to the Department of Corporate Services, BSE Limited. The company has also made this information available on its official website at www.tcfcfinance.com . TCFC Finance Limited is registered under CIN No. L65990MH1990PLC057923 and has its registered office at 501/502, Raheja Chambers, Nariman Point, Mumbai - 400021.