Tourism Finance Corporation of India Ltd Directors Report

To the Members:

1. Presentation of the Annual Report

The Board of Directors of Tourism Finance Corporation of India Limited ("your company" or "the company or "TFCI") is pleased to present the 37th Annual Report and Audited Financial Statements of the Company for the financial year ended 31st March, 2026.

2. Financial Results

The financial performance of the Company for the financial year ending 31st March, 2026 as compared to the previous financial year ended 31st March, 2025 is summarized below:

Particulars	2025-26	2024-25
A. OPERATIONAL RESULTS:
1 Total Income	276.83	260.06
2 Total Expenses	121.05	127.04
3 Profit Before Provision And Tax	155.78	133.02
4 Provision For Doubtful Debts/ Investment	-	5.00
5 Profit Before Tax	155.78	128.02
6 Provision For Tax	32.32	24.21
7 Profit After Tax	123.46	103.81
8 Other Comprehensive Income	3.23	(3.39)
9 Total Comprehensive Income	126.69	100.42
B. RETAINED EARNINGS STATEMENT:
10 Profit after Tax for the year	123.46	103.81
11 Add: Surplus Profit brought forward	153.49	139.88
12 Add/(Less): Reclassification of realised gain from OCI to reserve		(1.31)
13 Add/(Less):Remeasurement of Actuarial loss(OCI)-directly recognised in surplus	0.50	0.07
14 Less: Payment of Dividend	27.78	23.15
15 Profit available for appropriation	249.67	219.30
16 Less: Appropriations:
(i) Transfer to Special Reserve under:
- Section 36(1)(viii) of the Income Tax Act, 1961	25.62	20.05
- Section 45 IC of the RBI Act	24.69	20.76
(ii) Transfer to General Reserve	25.00	25.00
17 Surplus Profit carried to Balance Sheet	174.36	153.49

3. Operational Performance

During 2025-26, the Company continued its focus on lending opportunities in hospitality/ tourism, manufacturing, social/urban infrastructure, real-estate and NBFC/HFC/ARC sectors. TFCI sanctioned term loans aggregating Rs.2002 crore (PY: Rs.1599 crore) and disbursed term loans aggregating Rs.1334 crore (PY: Rs.915 crore) at year-on-year growth of 25% and 46% respectively. The Company for the year ended 31st March 2026, recorded total income of Rs.276.83 crore (PY: Rs.260.06 crore), Profit before Tax (PBT) of Rs.155.78 crore (PY: Rs.128.02 crore) and Profit after Tax (PAT) of Rs.123.46 crore (PY: Rs.103.81 crore). As on 31st March 2026, your Company was having gearing of 0.83 times and capital adequacy of 55.53%.

Considering the prevailing domestic and global economic and business environment, the Board of Directors have approved a Business Plan aimed at supporting growth through prudent resource utilisation. While TFCI will continue to maintain a diversified portfolio, it will leverage its long-standing expertise in the hospitality and tourism sector, which will remain a key focus area in FY2027. The Company will focus on financing greenfield projects, last-mile funding for projects under implementation, brownfield projects, takeover/refinancing opportunities, acquisition finance, corporate finance, structured finance and special situation funding. TFCI will also actively pursue lending opportunities in resilient and performing sectors such as manufacturing, healthcare, education, renewable energy, social infrastructure, warehousing, logistics and real estate, with particular emphasis on affordable and middle-income residential housing. TFCI will also extend lending for onward financing to NBFCs, HFCs and ARCs, and explore opportunities in structured credit, special situation credit, loan against property and lending against listed securities. TFCI will also engage in joint-lending and/ or co-lending arrangements with banks and established

NBFCs for secured MSE and LAP products. In addition to financing, TFCI will undertake fee-based activities in areas such as tourism advisory, corporate advisory and loan syndication, etc. Further, your Company has adopted a measured diversification strategy by committing to invest upto Rs.90 crore, in Category-II Alternative Investment Funds (AIFs) registered with the Securities and Exchange Board of India (SEBI) to provide structured and growth-oriented credit/capital to hospitality, real-estate and diverse sectors.

3.1 Asset Quality:

Your company remains committed to maintaining high- quality asset portfolio. This ensures business stability, profitability, and overall success. Your company knows how important it is to put strong asset quality control policies in place to protect against potential risks and lessen the impact of economic uncertainties. Your company has been using a strict appraisal and proactive monitoring framework and follows the prudential norms for loan assets set by the regulatory authority. Throughout the year, asset quality was mostly controlled through an efficient monitoring & collection system and taking proactive action for resolution of stressed assets. As on March 31, 2026, your company had three borrower accounts in the non-performing asset category with aggregate principal outstanding of Rs.7.82 crore, against which 100% provision had been made in the books. Consequently, as on March 31, 2026, your company had Gross NPA and Net NPA at 0.37% and Nil (0%) of the total loans respectively. The Companys investment in Security Receipts (SRs) also has come down from Rs.40.49 crore as on March 31, 2025 to Rs.27.69 crore as on March 31, 2026.

4. Contribution to Tourism and Other Sectors

Over the past 37 years, your Company has played a pivotal role in funding tourism and hospitality projects in India, consistently fulfilling the objective of catalyzing investments in the crucial tourism sector. Your company has played a significant part in developing high-quality tourism infrastructure and have made substantial contributions to employment generation in the country. Notably, your Company since inception has funded to development of 59,000 star-category hotel rooms, representing a remarkable 30% of the countrys prevailing aggregate star category room supply.

Your Company through its financial products has also acted as catalyst in development and expansion of social/ urban infrastructure, residential real estate in affordable & middle-income segment, commercial real-estate, shopping mall/entertainment complex, manufacturing/ industrial sector, ease of availability of credit through NBFCs/HFCs and ease of availability of credit for resolution of stressed asset through ARCs.

5. Dividend

The Board of Directors has recommended dividend of Rs.0.60 per Equity Share of face value Rs.2.00 (i.e. @ 30% on the paid-up Equity Share Capital) for the financial year ended 31st March, 2026, subject to approval of the shareholders at the ensuing Annual General Meeting.

The dividend will be paid to those members whose names appear in the Register of Members in respect of shares in physical form after giving effect to all valid transfer/ transmission lodged with Registrar & Transfer Agent/ Company on or before August 14, 2026. The dividend will be paid on the basis of beneficial ownership as per details to be furnished by the Depositories i.e National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) as at the end of business on August 14, 2026 in respect of shares held in dematerialized form.

The Dividend Distribution Policy of the Company can be accessed on our website at the link: https://www.tfciltd.com/investors-lodr

6. Capital Structure

The members of the Company at the 36th Annual General Meeting held on August 21, 2025 had approved the sub- division/split of face value of equity shares to Rs.2/- per share. As such, the paid-up share capital of the Company stand at Rs.92.60 crore consisting of 46,29,77,240 equity shares of face value of Rs.2 each. However, there was no change in the authorised, and paid-up share capital of the Company during the year.

7. Resource Mobilization

Your company prioritizes continuous monitoring of its resource base to optimize its funding strategy and consistently assess its resources and leverage suitable opportunities to raise funds from diversified sources, aiming to enhance the weighted average cost of funds. During the year, your Company met its fund requirements for loan disbursements/investments in debt instruments out of borrowings and internal accruals. During the year, your Company raised term loans from scheduled banks/ financial institutions aggregating Rs.530 crore at WAIR of 9.60% p.a. with tenure upto five years. The total term borrowings stood at Rs.1083.46 crore as on 31st March 2026 as against Rs.866.09 crore as on 31st March 2025. Your Company has not invited any deposit from the public under Section 73 and 74 of the Companies Act, 2013 during the year under review. There were no public deposits outstanding as at the beginning or end of the financial year 2025-26.

Your company will approach banks/financial institutions for financial assistance to meet its future requirement of resources. Your Company may also raise funds through issue of long-term bonds/debentures depending upon emerging interest rate scenario in the market. Your Company is confident of meeting the funds requirements by raising resources at competitive rates. Further, your Company remains committed to prudent financial management and will continue to evaluate and pursue opportunities for capital raise and/or optimization in line with our long-term objectives and market conditions.

8. Regulatory Compliances

Your Company has been classified by RBI as Middle Layer Non-Deposit Accepting Non-Banking Financial Company (ML-ND-NBFC). RBI has been issuing guidelines from time to time with regard to capital adequacy standards, income recognition, asset classification, provisioning and other related matters. The accounting policies of your Company conform to these guidelines. The capital adequacy of your Company stood at 55.53% as on 31st March 2026 as against regulatory norm of 15%.

9. Managements Discussion and Analysis Report

Managements Discussion and Analysis report containing Industry outlook, its environment, outlook for tourism and other details as stipulated in the SEBI (LODR) Regulation is presented in a separate section forming part of the Directors Report.

10. Directors and Key Managerial Personnel

During the year, the members at the 36th Annual General Meeting held on August 21, 2025 had approved the re-appointment of Shri Parkash Chand as Non-Executive Non-Independent Director. Further, Shri Bapi Munshi retired on January 31, 2026 on completion of his tenure as an Independent Director of the Company. The Board placed on record its appreciation for the valuable contributions made by Shri Bapi Munshi during his tenure.

According to the provisions of the Companies Act read with Article 135 of the Articles of Association of the Company, Shri Aditya Kumar Halwasiya would retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends re-appointment of Shri Aditya Kumar Halwasiya as Non-Executive Non-Independent Director of the Company. The resolution seeking shareholders approval for his reappointment forms part of the notice.

All Independent Directors of the Company have submitted requisite declarations under Section 149(7) of the Act, confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act alongwith Rules framed thereunder, Regulation 16(1)(b) of SEBI (LODR) Regulations and have complied with the Code of Conduct of the Company as applicable to the directors. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

10.1 Performance Evaluation of the Board

During the year, in compliance with the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, your Company undertook the annual evaluation of the Board of Directors, including the Chairman, the Board as a whole, and its Committees. A structured evaluation framework was implemented, with criteria for assessment formulated by the Nomination & Remuneration Committee and duly approved by the Board.

The Board assessed its performance by soliciting input from all Directors, considering factors such as attendance, participation, contribution, responsibility towards stakeholders, adherence to their duties with care, skill, and diligence, and the exercise of independent judgment. The Committee of Independent Directors evaluated the performance of Non-Independent Directors, including the Chairman and the Managing Director. Similarly, the Non-Independent Directors evaluated the performance of Independent Directors. Based on the performance evaluation report, decisions were made regarding the extension or continuation of the appointment/ reappointment of Independent and other Directors. The Board has demonstrated strategic leadership skills by actively participating in the development and implementation of the long-term vision of your Company. They have ability to identify new growth opportunities and decision making abilities. They have diligently fulfilled their fiduciary responsibilities, ensuring that the company operates within legal and regulatory frameworks. Their commitment to transparency, integrity, and ethical conduct has been unwavering, setting a strong example for all stakeholders.

10.2 Director Orientation Program

Independent Directors are regularly updated about the Companys business model, legal framework, industry trends, and their specific roles, responsibilities, and liabilities. Continuous information regarding business developments, legal matters, etc. are shared with them particularly with members of the Audit Committee. These updates are provided by internal teams, external consultants, statutory auditors, and internal auditors, enabling Independent Directors to stay current with key developments.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: https://www.tfciltd.com/investors-lodr

10.3 Details of Board meetings

During the year, Seven (7) Board Meetings were held on May 8, 2025; May 9, 2025; July 10, 2025; August 4, 2025; October 6, 2025; November 10, 2025; and January 30, 2026.

The time gap between consecutive meetings complied with the requirements specified under the Companies Act, 2013. Further details regarding the meetings of the Audit Committee and other Board Committees are presented in the Corporate Governance Report, which is annexed to this Directors Report.

10.4 Appointments/Resignations of the Key Managerial Personnel

During 2025-26, Shri Anoop Bali, Managing Director & Chief Financial Officer and Shri Sanjay Ahuja, Company Secretary were the Key Managerial personnel as per the provisions of the Companies Act, 2013.

10.5 Companys policy on appointment and remuneration

The Company has constituted a Nomination and Remuneration Committee in line with the applicable guidelines and rules. A comprehensive Nomination and Remuneration Policy has also been formulated accordingly. The Committee follows a structured due diligence process while evaluating candidates for appointment as Independent Directors or other Directors, considering factors such as qualifications, technical expertise, professional track record, and integrity. The purpose of assessing these fit and proper criteria is to establish a continuous internal supervisory mechanism and ensure the individuals suitability for appointment or continuation on the Companys Board. The Nomination and Remuneration Policy may be accesse don the Companys website at the link: https://www.tfciltd.com/investors-lodr and brief details are given below:

Remuneration Policy

Board Level Remuneration Structure

(a) For Managing Director/Whole-Time Director

Remuneration, including performance-linked incentives, is paid in accordance with the approvals obtained, as and when required, from the Board and Shareholders, as applicable. The remuneration is determined considering the provisions of the Companies Act, 2013, and any other relevant Acts, Rules, and Regulations in force at that time.

(b) In case of Non-Executive / Independent Directors

During FY 2025-26 the Non-Executive Directors were paid sitting fee of Rs.1,00,000 (Rupees One lakh only) plus applicable tax, per meeting for attending the meetings of Board and Rs.60,000 (Rupees Sixty Thousand) plus applicable tax, per meeting for attending the meetings of Committees of the Board.

(c) In case of Key Managerial Personnel and other Employees

The remuneration, allowances, facilities, and other benefits extended to Key Managerial Personnel and regular employees follow a Cost-To-Company (CTC) structure, as approved by the Board and its Nomination and Remuneration Committee. This structure is designed in line with industry benchmarks and comparable organizations. Furthermore, the Performance Linked Incentive for both Key Managerial Personnel and regular employees is administered under a scheme approved by the Board. The Company also has an ESOP policy in place for employees at the middle and senior levels.

11. Directors Responsibility Statement

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS), following the historical cost convention and accrual basis of accounting, as per the provisions of the Companies Act, 2013, and the guidelines issued by SEBI and RBI. The Ind AS have been notified under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and the Companies (Indian Accounting Standards) Amendment Rules, 2016. The accounting policies have been applied consistently, except where a newly issued standard has been adopted for the first time, or where a revision to an existing standard necessitates a change in the accounting policy previously followed.

In compliance of Section 134(5) of the Companies Act, 2013, your Directors confirm:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and 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 the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Dematerialization of Shares and nomination facility and listing at Stock Exchanges

As per the guidelines issued by the Securities and Exchange Board of India (SEBI), it is mandatory for the Companys shares to be traded in dematerialized form. To facilitate this, the Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), allowing shareholders to maintain and transact their shareholdings electronically. Shareholders holding shares in physical form are advised to convert them into dematerialized form at the earliest. They are also encouraged to avail the nomination facility by submitting the prescribed form, duly filled and signed, to the Companys Registrar and Share Transfer Agent, M/s MCS Share Transfer Agent Limited.

The Companys equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Annual Listing Fees for the financial years 202526 and 2026-27 have been paid to both Stock Exchanges. The addresses of these Stock Exchanges are provided in the relevant sections of this Annual Report.

13. Auditors and Auditors Report:

13.1 Statutory Auditors

Pursuant to the provision of Section 139(1) of the Companies Act 2013 and the rules made thereunder and RBI requirements, the members on the recommendation of the Board/Audit Committee at the 35th AGM held on August 14, 2024 had appointed M/s Rama K. Gupta & Co., Chartered Accountants (Firm Registration No. 005005C) as Statutory Auditors of the Company for a period of three years effective from the financial year 2024-25 till the conclusion of Annual General Meeting of financial year 2026-27.

The Statutory Auditors Report, including the accompanying notes to the accounts, is self-explanatory and does not contain any qualifications. The report provides a comprehensive explanation of the financial statements and their disclosures.

13.2 Cost Auditor

Cost Audit is not applicable as per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

13.3 Secretarial Auditor

In terms of Regulation 24A of SEBI (LODR) Regulations and Section 204 of the Act and Rules made there under, the members on the recommendation of the Board at the 36th AGM held on August 21, 2025 had appointed M/s Arun Kumar Gupta & Associates, Practicing Company Secretaries, a peer reviewed firm (Firm Registration Number: S2004DE075500) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30.

The report of the Secretarial Auditors is enclosed as Annexure 3 to this report. The report is self-explanatory and do not call for any further comments. Your Company complies with all applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

13.4 Internal Auditor

The internal audit of the Company was carried out by M/S CJS Nanda & Associates, Chartered Accountants, appointed as Internal Auditor by the Board of Directors on the recommendation of the Audit Committee. Further, the Company maintains a robust internal audit team (in-house), which conducts regular, comprehensive audits of the core business processes, related functions and overall operations.

The Internal Auditor and Internal Audit team assess the effectiveness of our internal controls and compliance with company policies, plans and statutory requirements. The Internal Auditor and Internal Audit team report significant observations to the Audit Committee on a quarterly basis. The Audit Committee reviews and implements necessary actions based on internal audit reports and/or recommendations, which ensures continuous improvement and adherence to best practices.

14. Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure 2.

The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure 2.

14.1 Committee on Sexual Harassment

Your company maintains a zero-tolerance approach towards sexual harassment of women at workplace and has implemented a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the applicable Rules. An Internal Complaints Committee has been constituted to address any related grievances. No complaints were received and consequently no complaints were outstanding or unresolved during the financial year 2025-26.

14.2 Maternity Benefit

Your company adheres to the provisions of the Maternity Benefit Act, safeguarding the rights of female employees, especially with regard to maternity leave and associated benefits.

15. Energy Conservation, Technology Absorption and Foreign

Exchange Earning and outgo

As your companys operations do not involve manufacturing or processing activities, the disclosure of particulars relating to energy conservation and technology absorption, as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is not applicable. Your Company has adopted an ESG policy focussing on energy, water and waste management in operations and also in the assisted companies in tourism/hospitality and other sectors. On the social front, our emphasis is on the development of people, especially in skill development, improving diversity and inclusion, supporting animal welfare, supporting communities in healthcare, education and eradication of hunger. It is worth noting that during the process of reviewing proposals for financial assistance, due consideration is given to the aspect of energy and water conservation. This highlights the companys commitment to promoting energy/water efficiency and sustainable practices, even though it may not be directly involved in manufacturing or processing. The ESG policy may be accessed on the Companys website at the link: https://www.tfciltd.com/investors-lodr.

The particulars regarding Foreign Exchange earnings and outgo are as follows:

Total foreign exchange outgo	: Nil
Total foreign exchange earnings	: Nil

16. Transfer of amount to Investor Education and Protection Fund

Your Company has complied with the provision of the Companies Act, 2013 by transferring unclaimed/unpaid dividend and shares to Investor Education Protection Fund (IEPF) upto Financial Year 2017-18.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e August 21, 2025), with the Ministry of Corporate Affairs.

17. Corporate Social Responsibility

Your Company has constituted Corporate Social Responsibility (CSR) Committee of Directors and the CSR Policy of your Company has been formulated for implementation in Compliance with the provision of Section 135 of the Companies Act 2013 and Rules made thereunder. The Corporate Social Responsibility Policy (CSR Policy) may be accessed on the Companys website at the link: https://www.tfciltd.com/investors-lodr.

The Corporate Social Responsibility (CSR) policy has been approved with a philosophy:-

• To implement CSR initiatives in conformity with the provisions of Companies Act, 2013 and applicable rules made thereunder.

• To support activities which help cleaner, greener and healthier environment and thereby enhancing TFCIs perception as a social responsible entity.

During 2025-26, your Company has spent Rs.234.18 lakh towards CSR initiatives/ activities as per detailed report attached as Annexure 1 and brief details on sector wise program undertaken are as under:

• Skill Development Programme supported initiatives to enhance employability and livelihood opportunities for underprivileged and marginalized communities. The programmes covered vocational training for women, visually impaired students, persons with disabilities, and neurodiversity individuals through courses in beauty & wellness, hospitality, sewing, mobile/laptop repair, barista training, and holistic therapies. Around 215 direct beneficiaries including 170 women, 30 men, 5 visually impaired students, 5 neurodiversity individuals, and 5 youth with disabilities benefited from these initiatives, besides additional beneficiaries under hospitality and sewing programmes. These interventions promoted financial independence, social inclusion, and sustainable livelihoods.

• Education Programme focused on improving access to quality education and digital learning for children from economically weaker sections and children with special needs. The Company supported installation of smart classrooms, computers, digital learning devices, and educational assistance in schools and community learning centres. More than 450 students directly benefited, including 300 underprivileged children receiving educational support and around 150 students gaining access to digital learning devices, besides several hundred students benefitting through smart boards and computer systems installed in schools. The programmes also strengthened child protection and community awareness.

• Sports Programme promoted sports excellence by supporting the training and development of national-level athletes and athletes with intellectual disabilities. Assistance was provided for specialized coaching, athlete training programmes, and procurement of powerlifting equipment for Special Olympics athletes preparing for international competitions. The initiatives directly supported five national-level athletes and one junior badminton player, while the sports equipment will benefit many more Special Olympics athletes in future training programmes and international events.

• Eradicating Hunger and Malnutrition Programme contributed towards addressing hunger and malnutrition through support for mid-day meal programmes, nutrition initiatives, and food distribution. The projects provided nutritious meals to around 52,000 beneficiaries, including 300 school children, 100 slum children, more than 50,000 rural students, over 500 intellectually disabled persons, 400 elderly residents of old-age homes, and students enrolled in preventive deaddiction programmes. These interventions helped improve nutrition, health, and overall well-being among vulnerable communities.

• Health Care Programme remained one of TFCIs major CSR focus areas through projects supporting cancer care, preventive healthcare, medical infrastructure, disability rehabilitation, mental health awareness, and healthcare access. The Company funded artificial limbs for 100 persons with disabilities, healthcare camps benefiting around 2,200 people, colostomy support for underprivileged children in Safdarjung hospital, mobile medical clinics in tribal areas of Madhya Pradesh, cancer awareness programmes across five metro cities, palliative care services, and installation of diagnostic equipment in charitable hospitals. Overall, thousands of beneficiaries across the country received improved healthcare services through these interventions.

• Environmental sustainability Programme supported initiatives by promoting renewable energy and environmentally responsible waste management. Assistance was provided for installation of a rooftop solar power system at college and establishment of a CNG-based incinerator for cremation of stray dogs and small animals.

• Animal Welfare Programme focused on feeding, medical treatment, and care of stray dogs. The initiative provided regular food and veterinary support to a large number of stray animals, improving their health and welfare. The programme reflects the Companys commitment towards compassionate care, animal protection, and responsible community welfare.

18. Corporate Governance and other disclosures

The Board of Directors of your company continues to uphold sound corporate governance practices in line with the principles laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has complied with all mandatory provisions specified in these regulations. A comprehensive Corporate Governance Report forms part of this Annual Report and outlines the governance structure and practices adopted by the company. This includes details on the composition and operations of the Board of Directors and its committees, related-party transactions, risk management framework, and other relevant governance mechanisms. To further ensure compliance with the conditions of corporate governance as stipulated under the SEBI (LODR) Regulations, a certificate has been obtained from M/s Arun Kumar Gupta & Associates, Practicing Company Secretaries. This certificate, attached as Annexure A, confirms the companys adherence to the prescribed corporate governance norms and provides independent verification of the companys commitment to maintaining high standards of governance.

18.1 Vigil Mechanism

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Company has implemented a Vigil Mechanism and Whistle Blower Policy. This framework allows employees to freely report any violations of applicable laws, regulations, or the Companys Code of Conduct. Such concerns can be brought to the attention of the Audit Committee, and employees also have the option to report directly to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The policy on vigil mechanism and Whistle Blower policy may be accessed on the Companys website at the link: https://www.tfciltd.com/investors-lodr

18.2 Related Party Transactions

During the financial year, all contracts, arrangements, or transactions undertaken by the Company with related parties were conducted in the ordinary course of business and at arms length.

There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company during the year. Members attention is drawn to Note 39 of the financial statements for detailed related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Audit Committee and the Board may be accessed on the Companys website at the link: https://www.tfciltd.com/investors-lodr

18.3 Annual Return

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at the link: https://www.tfciltd.com/investors-lodr

18.4 Statement containing salient features of financial statements of subsidiaries

Since the Company has no subsidiary/associate company, the consolidation of accounts & results are not applicable.

18.5 Documents placed on the Website

In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Company has established a functional website. The website serves as a platform for the Company to provide various policies, documents, and details as required by the regulations. The Company recognizes the importance of providing relevant and up-to-date information to its stakeholders through its website. This practice aligns with regulatory requirements and promotes effective communication and transparency in line with good corporate governance practices.

18.6 Risk Management Policy

The Company has formulated and implemented the Risk Management policy and Asset Liability Management (ALM) Policy and the Risk Management Committee of the Board reviews the same periodically. Your Company has also constituted ALM Committee and Risk Management Committee for reviewing/implementing ALM policies and for managing the liquidity risk as well as interest- rate, operational risk and other risks. ALCO meets every month and reviews the cash flows as well as the prevailing interest rate scenario, its likely impact on the profitability and the steps to be initiated for effectively meeting the liabilities on the due dates. ALCO is also responsible for ensuring adherence of limits set by the Board as well as deciding business strategies of TFCI in line with the overall budget and risk management policy.The Company adopts a proactive approach to manage, monitor and report on the principal risks and uncertainties that can impact its ability to achieve its planned objectives. The Companys management systems, structures, processes, standards, code of conduct and behaviours together form the System that governs how it conducts the business of the Company and manages associated risks. The Company strives to enhance its resilience and maintain a sound financial position, while effectively addressing potential risks and uncertainties that may impact its operations and objectives.

18.7 Significant and material orders passed by the regulators

During the year under review, no significant and/or material orders were passed by the Regulator(s) impacting the going concern status and companys operations.

18.8 Internal financial controls

The Company has put in place a well-defined framework comprising standards, processes, and structures to support the implementation of an internal control system. This framework is designed to be appropriate and effective in relation to the size, scale, and nature of the Companys operations. To preserve objectivity and independence, the Internal Audit function reports directly to the Chairman of the Audit Committee of the Board.

The Internal Auditor plays a key role in assessing the adequacy and effectiveness of internal control systems, and in reviewing the Companys adherence to operational procedures, accounting practices, and policies across all locations. The Internal Audit Reports also prompt various functional departments to enhance their systems and procedures, thereby reinforcing internal controls. These matters are routinely presented to the Audit Committee for discussion and oversight.

18.9 Particulars of Loans given, Investments made, Guarantees given and Securities provided

Your Company is a specialised financial institution notified under the Companies Act and also registered Non-deposit taking Non-Banking Finance Company classifies as a Middle Layer (ML-ND-NBFC) with RBI. It provides financial assistance by way of loans and investment in debt instruments to tourism/ hospitality, social infrastructure (educational institutions, hospitals, etc.) manufacturing, residential/commercial real-estate, NBFCs/HFCs/MFIs and other resilient sectors. It also provides loan against security of property and listed shares in the ordinary course of business. The details particulars may be referred to in the financial statements.

18.10 Segment Reporting

Ind AS 108 on operating segment reporting is not applicable to your Company, as its revenue is mainly generated from a single segment i.e. financing & investment business activity.

18.11 Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2026 and the date of the Directors report i.e. July 20, 2026.

19. Acknowledgements

The Board conveys its sincere appreciation and places on record its gratitude for the steadfast support extended by the promoters and shareholders. Their trust and confidence have played a key role in the Companys progress. The Board also extends its heartfelt thanks to the Companys valued customers, as well as its bankers, financial institutions, and investors, for their continued association and support, which have contributed meaningfully to the Companys growth journey. The Board further acknowledges with deep appreciation the support, and co-operation received from various government and regulatory authorities, whose role has been integral to the Companys operations. The Board also recognizes the dedicated efforts of the employees at all levels, as their hard work and commitment forms the foundation of the Companys success.

	For and on behalf of the Board of Directors
Date: July 20, 2026	(Anoop Bali)	(Dr. S.Ravi)
Place: New Delhi	Managing Director	Chairman