TCI Finance Ltd Forensic Report - SOIC x StockScans Report

as of Aug 2026

TCI Finance Ltd has received a qualified audit opinion for seven straight years, the RBI has directed it to surrender its NBFC licence, and it has understated a guarantee liability by ₹178.21 crore. The company had zero operating income in FY2024-25, survives on non-operating gains, and carries a deeply negative net worth. The record is defined by a single, unresolved guarantee invocation, repeated shareholder rejections of promoter-linked deals, and a cascade of regulatory penalties.

Key findings

  1. Auditors have qualified the accounts for seven straight years, and the RBI wants the NBFC licence surrendered Critical - For every year from FY2020 through FY2026, the statutory auditor issued a qualified opinion stating the company understated its guarantee liability by ₹178.21 crore and that the going-concern basis is inappropriate. The auditor also identified a material weakness in internal financial controls each year from FY2021 through FY2026. The RBI directed the company to surrender its Certificate of Registration for failing to maintain minimum Net Owned Funds, and this appears as an Emphasis of Matter, a special call-out in the audit report, each year from FY2022 through FY2026.
  2. A ₹256.2 crore guarantee invocation has been under-provisioned by ₹178.21 crore for six years Critical - Lenders of Amrit Jal Ventures and Gati Bhasmey invoked corporate guarantees and raised claims of ₹256.2 crore during FY2019-20. The company provided only ₹77.99 crore and has disclosed the balance ₹178.21 crore as a contingent liability every year since. The auditor has qualified the opinion each year, stating the full liability ought to have been recognised and that loss and other equity would be higher by ₹178.21 crore.
  3. Promoter-linked entities collapsed into insolvency, wiping out over ₹89 crore in exposures Critical - The company’s aggregate exposure to Amrit Jal Ventures Private Limited was ₹46.21 crore as of March 2020, against which it received only ₹7.00 lakh in the insolvency resolution. Advances to Mahendra Investment Advisors Private Limited carried a value of ₹43.36 crore as of March 2021; the company recovered just ₹69.63 lakh from the resolution process. Shareholders repeatedly rejected resolutions to ratify related-party transactions, at AGMs on 14 August 2019 and 29 September 2020, and in a postal ballot concluded on 10 May 2024.
  4. Shareholders repeatedly rejected director appointments, and the board continued an independent director after his tenure expired Major - At the 46th AGM on 29 September 2020, shareholders rejected the re-appointment of the Manager and the approval of related party transactions. In a postal ballot concluded on 8 May 2024, shareholders rejected the appointment of an Independent Director and three related-party resolutions. The tenure of Independent Director Dr. Dhanpat Ram Agarwal concluded on 8 May 2023, but the Board continued him in the same role without member approval, as flagged in the Secretarial Audit Report for FY2023-24.
  5. The company understates losses by not recognising interest on borrowings, with ₹4.19 crore cumulative unrecognised interest Major - The company did not recognise interest expense on certain borrowings for four separate years, with the annual unprovided amounts ranging from ₹38.25 lakhs to ₹96.00 lakhs. Cumulative unrecognised interest reached ₹4.19 crore as of 31 March 2025, understating borrowings and overstating equity by that amount. The auditor issued a qualified opinion each year because the non-recognition understates the reported loss.
  6. Invoked and sold shares continue to be carried as investments, while the company’s own borrowings are secured by pledged shares Major - As of 31 March 2024, 9,67,000 shares of Gati Limited pledged for a loan from Godavari Commercial Services were invoked by a third party in FY2016-17 yet continue to be disclosed as investments. Another 8,05,000 shares pledged to IFCI Ventures were invoked and transferred to Green India Ventures Fund, but also remain disclosed as investments. The auditor qualified the opinion in FY2022-23, stating it was unable to comment on the appropriateness of this presentation or recoverability.
  7. Operating income was zero in FY2024-25, and the company survives on non-operating gains Major - The company stated for FY2024-25 that “no activity is carried on either in the business of financing or investing” and that the results contain no operating income. Total revenue for FY2024-25 was ₹6.73 crore with a net profit of ₹3.58 crore, all from non-operating sources. This follows a multi-year pattern where revenue declines were attributed to non-recognition of income and impairment provisions against a single borrower, Amrit Jal Ventures.
  8. The company has had no subsidiary since March 2019, and standalone net worth is deeply negative Clean - TCI Finance disposed of its sole subsidiary, Itag Business Solutions Limited, effective 5 March 2019, and has operated without any subsidiary, holding, or associate entity every year from FY2020 through FY2026. Standalone net worth was negative ₹75.18 crore as of 31 March 2025, compared to negative ₹63.36 crore a year earlier.

What to watch

Bottom line: This is a seven-year record of auditor qualifications, regulatory sanctions, and a single disputed guarantee provision that has kept a ₹178.21 crore liability off the balance sheet. The operating business has ceased, promoter-linked exposures have been wiped out in insolvency, and shareholders have repeatedly voted down the board’s related-party resolutions. The risk is not hidden, it is disclosed, contested, and unresolved. Watch the court hearings on the NBFC licence and the shareholder petition, and whether the guarantee liability ever moves from contingent to recognised.