TCI INDUSTRIES LIMITED

g TCI INDUSTRIES LIMITED - Regd. & Corp. Oft Near Colaba Fire Brigade, N. A. Sawant Marg, Colaba, Mumbai - 400 005.

Tel. : 022-2282 2340/5581 Telefax : 022-2282 5561 E-mail : [email protected] Web : www.tciil.in -"' Ref. No.: TCIIL/BSE/ OOf}~o-kI4999MH1965PLC338985

June 26, 2020 Electronic Filing

To,

Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

Security ID: TCIIND; Security Code: 532262.

Sub.: Outcome of Board Meeting pursuant to Reg. 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Ma'am/ Dear Sir,

We would like to inform your esteemed Exchange that the Board of Directors of the Company at their Meeting held today i.e. June 26, 2020, inter-alia, has considered, approved and taken on record the following:

1. Audited Financial Results of the Company for the fourth quarter and year ended March 31, 2020, prepared in accordance with the Indian Accounting Standards.

We would like to state that the statutory auditors of the Company have issued audit report with unmodified opinion on the financial statements.

A copy of the said results along with the Audit Report issued by the Statutory Auditors of the Company and declaration under Reg. 33(3)(d) of Listing Regulations is enclosed herewith.

2. Re-appointment of Mr. Ravishanker Jhunjhunwala (DIN: 00231379) as an Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years commencing from the conclusion of 55th Annual General Meeting (AGM) to be held in the year 2020 till the conclusion of the 60th

AGM to be held in the year 2025, subject to approval of the members at the ensuing 55th AGM. There is no relationship between Directors inter-se.

Mr. Ravishanker Jhunjhunwala is a Bachelor of Commerce. He possesses around 45 years of experience in Steel Processing Industries and managing a medium size Company. He additionally holds post of Director In Economic Forge Private Limited and Shailaja Holdings Private Limited.

3. Re-appointment of Mr. Siddharth Mehta (DIN: 03072352) as an Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years commencing from the conclusion of 55th Annual General Meeting (AGM) to be held in the year 2020 till the conclusion of the 60th AGM to be held in the year 2025, subject to approval of the members at the ensuing 55th AGM. There is no relationship between Directors inter-se.

Mr. Siddharth Mehta is a qualified LL.M., Columbia University School of Law, New York and completed his LLB degree from University of Mumbat

He is the Managing Partner of Mehta & Padamsey, a Mumbai-based law firm. He focuses on growth , strategy, markets, regulatory and dispute resolution for businesses with an emphasis on cross-border transactions.

Prior to moving back to Mumbai, he has worked extensively at international law firms in New York, San Francisco, Silicon Valley, London and Singapore.

~ 1 TCI INDUSTRIES LIMITED ~ Regd. & Corp. Off.:Near Colaba Fire Brigade, N. A. Sawant Marg, Colaba, Mumbai - 400 005. -... CIN : l74999MH1965PLC338985

Tel. : 022-2282 2340/5581 Telefax : 022-2282 5561 E-mail : [email protected] Web : www.tciil.in

The meeting of Board of Directors commenced at 2:00 PM and concluded at 3:45 PM.

The Exchange is hereby requested to take note of and disseminate the same.

Thanking You,

For TCI Industries Limited

~--Amit Chavan=:\ · Company Secretary & Compliance ,cer

Encl.: As above.

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TCI INDUSTRIES LIMITED CIN : L74999MH1965PLC338985

Regd. & Corp. Office: N.A. Sawant Marg, Near Colaba Fire Brigade, Colaba, Mumbai - 400005.

Tel.: 022 - 22822340 I Telefax.: 022 - 22825561 I WEB : www.tciil.in

PART I (Rs. in L~khs) STATEMENT OF AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 31ST MARCH, 2020

Particulars Quarter Ended Year Ended Year Ended 31.03.2020 31.12.2019 31.03.2019 31.03.2020 31.03.2019

(Audited) (Unaudited) (Audited) (Audited) (Audited)

Revenue from operations 63.48 87.38 68.19 228.88 201.60

Other income 2.90 2.77 2.67 12.32 11.00

Total Revenue (I+II) 66.38 90.15 70.86 241.20 212.60

Expenses (a) Cost of materials consumed - - - - -

(b) Purchases of stock-in-trade - - - - -

(c) Changes in inventories of finished - - - - -

goods, work-in-progress and stock- in-trade ( d) Employee benefits expense 21.71 21.18 15.96 86.71 64,72

(e) Finance Cost 2.78 2.45 2.44 10.18 7.98

(f) Depreciation and amortisation expense 5.40 4.94 4.98 19.67 19.10

(g) Other Expenses 31.71 61.55 33.49 164.47 160.07

Total expenses 61.60 90.12 56.87 281.03 251.87

Profit before exceptional items and tax 4.78 0.03 13.99 (39.83) (39.27)

Exceptional items - - - - -Profit before tax (V-VI) 4.78 0.03 13.99 (39.83) (39.27)

Tax expense - - - - -Profit/ (loss) after tax (VII- VIII) 4 .78 0 .03 13.99 (39.83) (39.27)

Other Comprehensive Income ( 4.08) - (0.11) (4.08) (0.11)

Total Comprehensive Income (after tax) (IX+X) 0.70 0.03 13.88 (43.91) (39.38)

Earning per equity share: (a) Basic 0.53 0.003 1.56 (4.44) (4.38)

(b) Diluted 0.53 0.003 1.56 (4.44) (4.38)

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~e_y TCI INDUSTRIES LIMITED ~ Re,,id. & Corp. Oft Near Colaba Fire Brigade, N. A. Sawant Marg, Colabo, Mumbai - 400 005. -., CIN : L74999MH1965PLC338985

Particulars

A ASSETS 1 Non-Current Assets

(a) Property, plant and equipment (b) Capital work-In-progress C Other non-current assets

Total Non-Current Assets

2 Current assets (a) Financial assets

(i) Trade receivables (ii) Cash and cash equivalents

b Other current assets Total Current Assets

TOTAL ASSETS A

1 EQUITY AND LIABILITIES Equity (a) Equity Share capital (b) Other Equity -NCRPS termed as equity -Share Premium -Revaluation Reserve - Retain s Total E

2 Non-current liabilities (a) Lono Term Borrowino {b) Employee Benefit Obligations c Other non-current liabilities

Total Non-Current Liabilities B

3 Current liabilities (a) Financial liabilities

(i) Borrowings (ii) Trade payables

- total outstandinQ dues of micro enterprises and small enterprises; and

- total outstandinQ dues of creditors other than micro enterprises and small enterprises

(iii) Other Financial liabilities (b) Other current liabilities c Provisions

Total Current Liabilities C

TOTAL E UITY AND LIABILITIES (A+ B+C

As at 31.03.2020

Audited

558.58 460.90

53.46 1,072.94

33.11 38.84

71.95

1,144.89

90.67

642.80 2,546.47

175.02 2,548.81 906.15

14.68 3.53

41.81 60.02

74.84

26.41

5.20 66.69

5.58 178.72

1,144.89

Tel. 022·2282 2340/5581 Telefax 022-2282 5561 E-mail [email protected] Web : www.tcill.in

Rs. In Lakhs As at

31.03.2019 Audited

556.01 394.28

53.79 1,004.08

0.10 17.84 31.52

49.46

1,053.54

90.67

629.32 2,506.06

186.51 2,501.04 911.52

17.87

42.60 60.47

45.02

9.93

4.74 18.25 3.61

81.55

1,053.54

Tel. : 022-2282 2340/5581 Telefax : 022-2282 5561 E-mail : [email protected] '"SY TCI INDUSTRIES LIMITED

~ Regd.&Corp.Off~Near Colaba Fire Brigade, N. A. Sawant Marg, Colaba, Mumbai - 400 005. - Web : www.tciil.in

,.. CIN : L74999MH196SPLC338985

Statement of Cash Flows for the vear ended 31st March' 2020 (All amounts in INR lakhs, unless otherwise stated)

For the For the year ended year ended 31 March 31 March

2020 2019

OPERATING ACTIVITIES Profit before tax (39.83) (39.27) Adjustments to reconcile profit before tax to net cash flows:

Depreciation & Amortisation Expense 19.67 19.10 Gratuity provision 0.39 0.42 Loss on Discard of Property, Plant and Equipment - 1.28

Operating profit before Working Capital changes 119.771 (18.47)

Adjustments for : (Increase)/ Decrease in Trade Receivables 0.10 0.38 (Increase)/ Decrease in Other Current Assets 0.72 (1.47) (Increase)/ Decrease in Other Non-Current Assets 0.33 -Increase/ (Decrease) in Trade Payables 16.48 (0.42) Increase/ (Decrease) in Provisions 1.04 (0.10) Increase/ (Decrease) in Other Current Liabilities 48.44 (25.07) Increase/(Decrease) in Other Non-Current Liabilities (0.79) 9 .24

Cash generated from operations 46.54 (35.91 Income tax paid (net of refund) (8.04) (1.67 NET CASH INFLOW {OUTFLOW) FROM OPERATING ACTIVITIES (A' 38.50 (37.58

INVESTING ACTIVITIES Purchase of property, plant and equipment (102.19) (137.90) Proceeds from Sale of property, plant and equipment - -NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (B) ( 102.191 (137.90)

FINANCING ACTIVITIES Proceeds from Issue of Preference Shares 53.88 112.64 Proceeds from borrowings 29.82 81.29 Repayment of borrowings (4.74) (13.66) NET CASH INFLOW {OUTFLOW) FROM FINANCING ACTIVITIES (C) 78.96 180.27

NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) 15.27 4.79 CASH & CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 17.84 13.05 CASH&. CASH EQUIVALENTS AT THE END OF THE YEAR 33.11 17.84

'-9 1 TCI INDUSTRIES LIMITED ~ Regd. & Corp. Off.: Ne~r Colaba Fire Brigade, N. A. Sowont Morg, Colaba, Mumbai - 400 005.

Tel. : 022-2282 2340/5581 Telefax : 022-2282 5561 E-mail : [email protected] Web : www.tciil.in -.., CIN : L74999MH1965PLC338985

Notes:

1. The financial results of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by Companies (Indian Accounting Standards) (Amended) Rules, 2016.

2. The above Audited financial results were reviewed by the Audit Committee and were thereafter approved by the Board of Directors of the Company at their respective meetings held on June 26, 2020. The Statutory Auditors have carried out an Audit of these financial results.

3. During the year, the Company operated in a single segment- "Income from rendering services by providing space for film shooting, TV serials and advertisements". Therefore, separate segment disclosures have not been given.

4. During the year, the Company has issued 13,469 0% Non-Convertible Redeemable Preference Shares of Rs. 100 each at an issue price of Rs. 400 each including premium of Rs. 300 for consideration in cash, which are redeemable within 20 years from the date of issue or on an earlier date only at the discretion of the issuer company, at a premium of 18% (Simple) p.a. on the issue price, payable at the time of redemption. The Indian GAAP does not prescribe distinction between equity and liability of a financial instrument.

As per Ind-AS 32, a financial instrument may be classified as an equity or financial liability based on its substance rather than its legal form. The said Ind-AS 32 also explains when a financial instrument can be classified as equity or financial llability. To determine the classification of the said preference shares issued, the Company has taken a legal opinion relying on which the said preference shares have been classified as Equity.

5. Effective April 01, 2019, the Company has adopted Ind AS 116 "Leases". The Company has recognized Right-of-use (ROU) assets for Rs. 318.44 lakhs with corresponding lease liability of Rs. 2.01 lakhs as on 31 March 2020. The Company has followed modified retrospective approach wherein cumulative effect of Rs. 8.30 lakhs and Rs. 7.05 lakhs have been given in retained earnings and revaluation reserve respectively. During the year ended 31st March 2020, Rs. 0.42 lakhs towards depreciation on ROU assets and Rs. 0.37 takhs towards interest on lease liability has been charged to Statement of Profit and Loss account and Rs. 0.18 Lakhs has been adjusted from Revaluation Reserve. Net increase in loss before tax on account of IND AS 116 implementation during the period ended 31st March 2020 is Rs. 0.40 Lakhs.

6. In response to the COVID-19 crisis, the Company has adopted measures to curb the spread of infection and protect the health of its employees. The impact of COVID-19 on the operations of the Company is not significant for the quartel'/ year ended March 31, 2020 and on the going concern assumption in preparing these financial results a other financial information.

~8'1 TCI INDUSTRIES LIMITED ":' Regd. & Corp. Off.: Near Colobo Fire Brigade, N. A. So want Marg, Col ab a, Mumbai - 400 005.

Tel. : 022-2282 2340/5581 Telefax : 022-2282 5561 E-mail : [email protected] Web : www.tclll.in -T CIN : L74999MH1965PLC338985

7. Figures for the previous period/ year, wherever necessary, have been regrouped and reclassified to confirm with those of current period.

8. The figures for the three months ended 31st March, 2020 and 31st March, 2019 are arrived at as difference between audited figures in respect of ful l financial year and the unaudited published figures upto nine months of the relevant financial year. Also, the figures upto the end of third quarter had only been reviewed and not subjected to audit.

For TCI Industries Limited

Ravishanker Jhunjhunwala Chairman & Independent Director DIN: 00231379

ICA i

INDEPENDENT AUDITOR'S REPORT

TO THE BOARD OF DIRECTORS OF TCI INDUSTRIES LIMITED

Report on the Audit of the Financial Results

Opinion

V. SINGH! & ASSOCIATES Chartered Accountants 61, 6 ciJ Floor, SakharBhavan 230, Nariman Point, Mumbai 400 021 Phone: +91 22 6250 1800 E-Mail: [email protected]

We have audited the accompanying Statement of Financial Results of TCI Industries Limited ("the Company"), for the three months and year ended March 31, 2020 ("the Statement") being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations"). In our opinion and to the best of our information and according to the explanations given to us, the Statement:

a. is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and

b. gives a true and fair view in conformity with Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34") prescribed under section 133 of the Companies Act 2013 ("the Act") read with relevant rules issued thereunder and other accounting principles generally accepted in India of the net loss and total comprehensive income and other financial information of the Company for the three months and year ended March 31, 2020.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Results section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial results under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Management's Responsibilities for the Financial Results These financial results have been prepared on the basis of annual financial statements. The Company's Board of Directors are responsible for the preparation and presentation of these financial results that give a true and fair view of the net profit/(loss) and other comprehensive income and other financial information of the Company in accordance with the Ind AS 34 prescribed under section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listi~g Regulations. The Board of Directors of Company are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and

Bengaluru I Delhi I Guwahati I Hyderabad I Jaipur I Kolkata I Mumbai

V . SINGH! & ASSOCIATES Chartered Accountants 61 , 6 th Floor, SakharBhavan 230, Nariman Point, Mumbai 400 021 Phone: +91 22 6250 1800 E-Mail: [email protected]

detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparat ion and presentation of the financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial results, the Board of Directors of Company are also responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors of Company either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors of the Company are responsible for overseeing the financial reporting process of the Company.

Auditor's Responsibilities for the Audit of the Financial Results Our objectives are to obtain reasonable assurance about whether the financial results as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if , individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the Jeasonableness of accounting estimates and related disclosures made by the Management.

• Conclude on the appropriateness of the Management's use of the going concern basis of

V. SINGH! & ASSOCIATES Chartered Accountants 61, 6th Floor, SakharBhavan 230, Nariman Point, Mumbai 400 021 Phone: +91 22 6250 1800 E-Mail: [email protected]

accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's reporJ. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial results, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial results.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Place: Mumbai

Date: June 26, 2020

For V. Singhi & Associates

Chartered Accountants

Firm Registration No.: 311017E

TARLJ Dfgftallyslgned by TAR UN JAIN

N J A I N Date: 2020.<)5.25 f:\ 14:4 1:01 ,ono•

Tarun Jain

Partner

Membership No.: 130109

UDIN: 20130109AAAABQ7113

~ y TCI INDUSTRIES LIMITED ~ Regd. & Corp. Off.: Near Colaba Fire Brigade, N. A. Sawant Marg, Colaba, Mumbai • 400 005.

~ ClN : L74999MH1965PLC338985

June 26, 2020

To,

Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

Security IO: TCIIND; Security Code: 532262.

Tel. : 022-2282 2340/5581 Telefax : 022-2282 5561 E-mail : [email protected] Web : www.tcill.in

Sub.: Declaration pursuant to Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/ Ma'am,

In compliance with the provisions of Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, We hereby declare that M/s. V. Singhi & Associates, Chartered Accountants (FRN-311017E), Statutory Auditors of the Company, have issued an Audit Report with unmodified opinion on the Audited Financial Results of the Company for the quarter and year ended March 31, 2020.

Kindly take the same on record.

Thanking You,-

For TCI Industries Limited

Sunil K. Warerkar Executive Director DIN: 02088830

. . ..-,? -~

AmitC~,' Company Secretary & CFO