Tourism Finance Corporation of India Ltd Directors Report

To the Members:

1. Presentation of the Annual Report

Your Directors have pleasure in presenting the Thirty Fifth Annual Report on the business and operations the Company and the audited accounts for the financial year 2023-24.

2. Financial Results the year ended The Companys financial 31^st March, 2024 is summarized below:

(Amount in Crore)

Sl. No.	Particulars	2023-24	2022-23
A.	OPERATIONAL RESULTS:
1	Total Income	242.03	231.70
2	Total Expenses	124.16	114.22
3	Profit before provision and tax	117.87	117.48
4	Provision for doubtful debts/ impairment in investment	4.00	8.11
5	Profit before Tax	113.87	109.37
6	Provision for Tax	22.76	21.42
7	Profit after Tax	91.11	87.95
8	Other Comprehensive Income	3.89	3.74
9	Total Comprehensive Income	95.00	91.69
B.	RETAINED EARNINGS STATEMENT:
10	Profit after Tax for the year	91.11	87.95
11	Add: Surplus brought forward	130.55	114.36
12	Add: Reclassification of realised gain from OCI to reserve	0.23	1.09
13	Add/(Less): Remeasurement of Actuarial loss(OCI)- directly recognised in surplus	0.36	0.65

(Amount in Crore)

Sl. No.	Particulars	2023-24	2022-23
14	Less: Payment of Dividend for FY23	21.69	10.84
15	Profit available for appropriation	200.56	193.21
16	Less: Appropriation
	(i) Transfer to Special Reserve under: - Section 36(1)	17.46	20.07
	(viii) of the Income Tax Act, 1961 - Section 45 IC of the RBI Act	18.22	17.59
	(ii) Transfer to General Reserve	25.00	25.00
17	Balance carried to Balance Sheet	139.88	130.55

3. Operational Performance

The financial year 2023-24 marked a turnaround for the global travel and tourism sector, as it recovered to pre-pandemic levels while navigating economic and geopolitical challenges. In the resurgent global scenario, Indian tourism/hospitality sector outshined others on account of robust growth and optimism.

The Indian tourism/hospitality sector in 2023-24 recorded double-digit revenue growth driven by an expanding domestic market and improvement in foreign tourist arrivals. The total air traffic recorded 26% growth over previous fiscal, the foreign tourist arrivals recorded 49% growth and outbound travel recorded 26% growth. The strong corporate travel segment, leisure travel segment, MICE and wedding segment played a pivotal role in revitalizing the tourist/hospitality sector during the year. Looking ahead, outlook for Indian hospitality sector in mid- demand will continue termremainspositive. to be strong and international increase exponentially, leading to a narrowing ‘demand-supply gap in mid-term, which will not only result in strong revenue growth but also robust capex in hospitality sector, translating into credit opportunitiesfor your Company. The Government is also acting as a catalyst and promoting sustainable, responsible and holistic growth of tourism/hospitality in the country led by private sector. With a diverse landscape, the potential for development in the travel & tourism/ hospitality sector is boundless in infrastructure hecountry reflecting development and credit opportunities.

The government is also playing a critical role in the growth of core/social infrastructure, industrial, services and financial inclusion in the country. The governments Production Linked Incentive (PLI) scheme in 14 conventional & emerging sectors and increase has considerably improved the countrys attractiveness as a global manufacturing hub. Governments policy push through National Infrastructure Pipeline, PM Gati Shakti Masterplan & National Logistics Policy is pushing capex towards infrastructure buildout. The EWS & Middle-income Housing Policy, Skill Policy, National Health Mission, Banking for All are also leading to rapid development in housing, education, healthcare and financial sectors. All these developments in other sectors also translate into credit opportunities for your Company. During 2023-24, TFCI actively pursued lending opportunities for new/existing projects across hospitality and other sectors viz. manufacturing, social/urban Infra, real-estate & NBFC/HFC. TFCI sanctioned loans/NCDs aggregating1454 crore (PY:750 crore) and disbursed loans/NCDs aggregating 853 crore (PY: 560 crore) registering growth of 94% and 52% respectively over previous fiscal. The Company for the year ended 31st March 2024, recorded total income of 242.04 crore (PY: 231.70 crore), Profit before Tax (PBT) of113.87 crore (PY: 109.37 crore) and Profit after Tax (PAT) of91.11 crore (PY: 87.95 crore). As on 31st March 2024, your

Company was having gearing of 0.91 times and capital adequacy of 59.01%.

Considering the business environment and current domestic & global cues, the Board of Directors has approved Business Plan for your Company to ensure growth with optimum utilization achieve product and sectoral diversification stakeholders value. Your Company would explore credit opportunities across all segments of hospitality/tourism sector and credit opportunities in manufacturing, social-infra, real-estate with focus on residential middle income housing, finance companies viz. NBFC, HFC, MFI & ARC and co-lending with established NBFCs in secured MSE & LAP products besides tourism advisory services. In view of TFCIs expertise in the hospitality/ tourism segment, lending to hospitality would continue to remain a thrust area for financing with emphasis on financing green under-implementation projects, brownfield projects, takeover/ refinancing/ upgradation operational activities for meeting overall engagedintourism-related cash flows/long-term working capital requirements, structured finance, acquisition financing (turn-around cases) and ARC exit for cases facing bunching of repayments but having stable future cash-flows. across key metrics like Occupancy Rate, Average Room Rate (ARR) and Revenue Per Available Room (RevPAR) surpassing the pre-covid levels.

3.1 Asset Quality:

The paramount importance of your Company is to maintain a high-asset quality portfolio to ensure stability, profitability and overall success of the business. Your Company understands the significance of implementing robust asset quality control policies to safeguard against potential risks and mitigate the impact of economic uncertainties. Your Company has been following stringent appraisal cum proactive monitoring framework and adhere to the prudential norms for stressed assets prescribed by the regulatory authority. During the year, the asset quality was largely contained through an efficient monitoring-cum-collection mechanism and on account of timely financial assistance given to existing borrowers under Government guarantee schemes for MSME/Tourism sectors. As on 31^st March 2024, your company had two borrower accounts in non-performing asset category with principal outstanding of 43.66 crore, against which ECL of 19.69 crore has been provided in the books. Accordingly, as on 31^st March 2024, your Company had Gross NPA and Net NPA at 2.75% and 1.51% of total loans respectively.

4. Contribution to Tourism and Other Sectors

With over 35 years of dedicated service, your Company remains committed to funding tourism/hospitality projects in the country. Throughout these years, your Company has successfully fulfilled its objective of catalyzing investments in the tourism sector. It has also played a vital role in the development of high-quality tourism infrastructure and has contributed significantly to employment generation through the growth of the tourism sector. Since inception, your Company has been instrumental in creating and adding approximately 57,000 star-category hotel rooms to the nations hospitality landscape. This represents an impressive 35% of the total supply of star-category hotel rooms in the country. Your Companythroughitsfinancial products, in recent times has also acted as catalyst in development and expansion of social infrastructure, residential real estate in affordable & middle income segment, manufacturing sector and ease of availability of credit through NBFCs/ HFCs in India.

5. Dividend

The Board of Directors has recommended dividend of 2.50 per Equity Share of face value 10.00 (i.e. @ 25% on the paid-up Equity Share Capital) for the financial year ended 31^st March, 2024, 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 7, 2024. The dividend will be paid on the basis of beneficialownership 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 7, 2024 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-disclosures#Policies

6. Resource Mobilization

Your Company places great emphasis on constantly monitoring the resource base to optimize the funding strategy. Your Company constantly monitors its resource base and taps appropriate opportunity to raise funds through diversified average cost of funds. During the year, your Company met its fund requirements for disbursement out of borrowings and out of internal accruals. During the year, your Company raised term loans from scheduled banks/ institutions aggregating300 crore at WAIR of 9.58% p.a. with tenure upto five years. The total term borrowings stood at 983.04 crore as on 31^st March 2024 as against 1004.73 crore as on 31^st March 2023.

Your company will approach banks/institutions for financial assistance to meet its future requirement of resources. Further, your Company may raise funds through issue of long-term bonds/debentures depending upon the interest rate scenario in the market. Your Company is confident of meeting the funds requirements by raising resources at competitive 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 was no public deposit outstanding as at the beginning or end of the year ended on 31^st March 2024.

The paid-up share capital of the Company stood at 90.37 crore consisting of 9,03,72,448 equity shares of face value of 10 each and there was no change in share capital during the FY 2023-24. However, the members of the Company at the Extra-Ordinary General Meeting held on March 22, 2024 approved the issue of 88,91,000 equity shares of 10/- each at an issue price of 225/- including a premium of 215/- each by way of preferential issue on a private placement basis. Thereafter, of Directors, in their meeting held on 5^th April, 2024, had approved the allotment of 22,23,000 fully paid up equity shares of 10 each @ 225 per share aggregating50.02 crore on a preferential basis in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. As such, the paid-up share capital of the Company stand increased to 92.60 crore consistingof 9,25,95,448 equity shares of face value of 10 each effective from 5^th April, 2024. Your Company remains committed to prudent financial management and will continue to evaluate pursue opportunities for capital optimization in line our long-term objectives and market conditions

7. 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, and other related matters. The accounting policies of your Company conform to these guidelines. The capital adequacy of your Company stood at 59.01% as on 31^st March 2024 as against regulatory norm of 15%.

8. 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.

9. Directors and Key Managerial Personnel

During the year, the members at the 34th Annual General Meeting held on August 18, 2023 had approved the appointment/re-appointment of Dr. S.Ravi as Non-Executive Non-Independent Director and Shri Ashok Kumar Garg and Mrs. Thankom T. Mathew as Independent Director(s).

Additionally, the Board of Directors appointed Shri Parkash Chand as Non-Executive Non-Independent Director liable to retire by rotation with effect September 20, 2023 and Shareholders also approved his appointment through postal ballot held on December 18, 2023.

Shri Koppara Sajeeve Thomas and Shri G.D. Mundra had resigned as Non-Executive Director from the Board of the Company vide their letter dated March 28, 2024 and April 5, 2024, respectively. appreciation for the valuable contributions made by the outgoing directors viz. Shri Koppara Sajeeve Thomas and Shri G.D. Mundra during their tenure.

The Board of Directors at its meeting held on May 17, 2024, approved the appointment of Shri Anoop Bali as Managing Director of the Company, with immediate effect till the date of his superannuation i.e. May 31, 2026 subject to approval of the shareholders. the Board Further, The Board of Directors, at its meeting held on July 6, 2024, approved the appointment of Shri Aditya Kumar Halwasiya as Non-Executive Non-Independent Director liable to retire by rotation and Shri Deepak Amitabh and Dr. Mahabaleshwara M S as Independent Director(s) with immediate effect subject to approval of the shareholders. According to the provisions of the Companies Act read with Article 135 of the Articles of Association Company, Dr. S.Ravi would retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends appointment/re-appointment of Dr. S.Ravi as Non-

. Executive Non-Independent Director, Shri Anoop Bali as Managing Director, Shri Aditya Kumar Halwasiya as Non-Executive Non-Independent Director, and Shri Deepak Amitabh & Dr. Mahabaleshwara M S as Independent Director(s). The resolutions approval for their appointment/ reappointment forms part of the notice. provisioning All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, 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 of the Company as applicable to the directors. In the opinion of the Board, the Independent Directors possess the requisite expertise, 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.

9.1 Performance Evaluation of the Board

In accordance with the Companies Act and the SEBI (Listing Obligations Regulations, your company has conducted the annual evaluation process of the Directors, including the Chairman, Board, and its Committees. has devised a comprehensive process and criteria for assessing the performance of the Directors, which have been recommended by the Nomination & Remuneration Committee and subsequently approved by the Board of Directors.

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 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.

9.2 Director Orientation Program

The Directors are regularly provided with information regarding thebusinessmodels,thedynamicnatureof tfciltd.com/investors-disclosures#Policies the industry, as well as the roles, responsibilities, and liabilities concerning business, legal matters, and the industry are made available to the Independent Directors, with a particularfocus on the members of the Audit Committee. These updates are sourced from internal teams, external consultants, statutory auditors, and internal auditors to ensure that the Independent Directors are well-informed about the latest developments in these areas.

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-disclosures#Policies.

9.3 Details of Board meetings

During the year, ten (10) Board Meetings were held on May 4, 2023; May 20, 2023; July 7, 2023; August 11, 2023; September 28, 2023; October 23, 2023; November 10, 2023; February 14, 2024; February 19, 2024 and February 26, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The details about the meetings of Audit Committee and other Committees are provided in the report on Corporate Governance which forms part of this Directors Report.

9.4 Appointments/Resignations of the Key Managerial

Personnel

During 2023-24, Shri Anoop Bali, Whole Time Director &

Chief Financial Officer and Shri Sanjay Ahuja, Company Secretary were the Key Managerial personnel as per the provisions of the Companies Act, 2013. The Board of Directors at its meeting held on May 17, 2024, approved the appointment of Shri Anoop Bali as Managing Director & CFO of the Company, with immediate effect till the date of his superannuation i.e. May 31, 2026 subject to approval of the shareholders.

9.5 Companys policy on appointment and remuneration

Your Company has constituted Nomination and Remuneration Committee of Directors and the Nomination and Remuneration Policy of your Company has been formulated in compliance of new guidelines and rules. The Nomination and Remuneration Committee undertakes a process of due diligence based on the criteria of qualifications, technical expertise,track record, integrity etc. for appointment of Independent Directors and other Directors. The basic objective of ascertaining the fit and proper criteria is to put in place an internal supervisory process on a continuingbasis and to determine the suitability of the person for appointment / continuing to hold appointment as a Director on the Board of the Company. The Nomination and Remuneration Policy may be accessed on the Companys website at the link: https://www. and brief details are given below: of Independent directors. Ongoing updates

Remuneration Policy

Board Level Remuneration Structure (a) For Managing Director/Whole-Time Director

Remuneration, including performance-linked incentives, 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 force at that time.

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

During FY 2023-24 the Non-Executive Directors were paid sitting fee of75,000 and 50,000 (plus tax) per meeting for attending the meetings of Board and its Committees respectively. However, Mr. Koppara Sajeeve Thomas, Non-Executive director had not drawn any sitting fee from the Company.

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

The remuneration structure, allowances, facilities, and other benefits provided to the Key Managerial Personnel and regular employees are based on the Cost-To-Company salary structure. This structure is approved by the Board and its Nomination and Remuneration Committee, and it aligns with the prevailing salary structures in similar organizations.

Additionally, the Performance Linked Incentive for Key Managerial Personnel and other regular employees is implemented in accordance with a scheme approved by the Board. The Company has ESOP policy for its middle/senior level employees.

10. Directors Responsibility Statement accordance The the duly with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis as per the provisions of the Companies Act, 2013 and the guidelines issued by SEBI/RBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 Accounting policies have been consistently applied except where a newly-issued Annual Report. accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

In compliance of Section 134(5) of the Companies Act, 2013,yourDirectors (a) in the preparation the applicable accounting standards had been followed along with proper explanation 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 profi t and loss of the financialyearand the company for that period; (c) the directors sufficient had taken proper and 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; and (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

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

In compliance with the directives of the Securities and Exchange Board of India (SEBI), it is mandatory for the Companys shares to be transacted in dematerialized form. To facilitate this, your Company has established agreements with National Securities Depository Ltd. and Central Depository Services (India) Ltd. This enables shareholders to hold and trade their shares in electronic form. Shareholders who currently hold shares in physical form are kindly requested to convert their holdings into dematerialized form. Additionally, shareholders are encouraged to make use of the nomination facility filled form prescribed to availableby our Registrar and Share Transfer Agent, M/s MCS Share Transfer Agent Limited.

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd. (BSE) and the Stock Exchange of India Ltd. (NSE). For the financial year 2023-24 and 2024-25, the Company has duly paid the Annual Listing Fees to these Stock Exchanges. The addresses of the respective Stock Exchanges can be foundinothersections of

12. 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 32 of the annual ^nd accounts, AGM held on September 29, 2021 had appointed M/s M. Verma & Associates, Chartered Accountants (Firm Registration relating No. 501433C) as Statutory Auditors of the Company for a period of three years effective from the financial year 2021-22 till the conclusion of financial year 2023-24. M/s. M. Verma & Associates have completed three years of continuous audit and would be retiring as Statutory Auditor in the forthcoming Annual General Meeting in compliance to RBI circular dated April 27, 2021. Accordingly, the Board of Directors on the recommendation of the Audit Committee proposed to approve appointment of M/s Rama K. Gupta & Co., Chartered Accountants (Firm Registration No. 005005C) as Statutory Auditors of the company by the members in the forthcoming Annual General Meeting for a period of three years effective from the financial year 2024-25 for an initial fee of 12 lakh plus applicable tax per annum. The Audit Committee/ Board of Directors of the Company are proposed to authorize to modify/fix such remuneration as may be determined in consultation with the auditors.

12.1 Auditors Report

The Auditors Report, including the accompanying notes to the accounts, is self-explanatory and does not contain any qualifications.The report provides a comprehensive explanation statements and their disclosures. Additionally, the Company is not obligated to maintain cost records under Section 148 of the Companies Act, 2013

12.2 Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, M/s Arun Kumar Gupta & Associates, Practicing Company Secretary were appointed

Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 3 to this report. The report isself-explanatory and sustainable 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. 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 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.

Harassment 13.1 Committee onSexual

Your company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy on Prevention, Redressal of Sexual Harassment at workplace as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee has been set up to address any complaints received related to sexual harassment. No Complaint has been received in this regard during the FY 2023-24.

14. Energy Conservation, Technology Absorption and Foreign Exchange Earning and outgo on 135 As your companys operations do not involve manufacturing or processing activities, and of particulars 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 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 families of martyred defence personnel and supporting communities of hunger. It is worth noting that during the process of reviewing proposals for financial assistance, due considerationis given to the aspect of energy saving, water conservation and waste management. This highlights the companys commitment to promoting energy/water even though it may not be directly involved in manufacturing or processing. TFCI is also partner member of The Responsible Tourism Society of India promoting responsible and sustainable practices in the business of tourism. The ESG policy may be accessed on the Companys website at the link: https://www.tfciltd.com/investors-disclosures#Policies.

The particulars outgo are as follows:

i)	Total foreign exchange outgo	: Nil
ii)	Total foreign exchange earnings	: Nil

15. Transfer of amount to Investor Education and Protection

Fund 12 of Section 197 of the Companies 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 2015-16.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary Prohibition form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e August 18, 2023), with the Ministry of Corporate Affairs.

16. 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 the Companies Act 2013 and Rules of made thereunder.The Corporate Social Responsibility Policy (CSR Policy) may be accessed on the Companys the disclosure website at the link: https://www.tfciltd.com/investors-disclosures#Policies.

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

To implement CSR initiatives with the provisions of Companies Act, 2013 and applicable rules made thereunder. activities help cleaner, greener Tosupport and healthier environment and thereby enhancing TFCIs perception as a social responsible entity.

Your Company during the year 2023-24 has spent inhealthcare, education and eradication 211.42 lakh towards CSR initiatives/activities as detailed report attached as Annexure 1 and brief details on sector wise programme undertaken are as under:

17. Corporate Governance and other disclosures

Your Directors reaffirm their unwavering commitment to upholding good corporate governance practices and endorse principles of corporate governance as outlined in the SEBI (LODR) Regulations, 2015. Your company has diligently adhered to all the mandatory requirements specified under these regulations. The report on Corporate Governance provides information on the corporate governance framework and as thecompositionandfunctioning of the Board of Directors, committees, related-party other relevant governance policies and processes. To further ensure compliance with the conditions of corporate governance as stipulated under the SEBI (LODR) Regulations, a certificate Practicing Company Secretary. Thiscertificate,attachedas 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.

17.1 Vigil mechanism

Pursuant to the requirement of the Companies Act 2013 and SEBI (LODR) Regulation, has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations the Code of Conduct. The reportable matters may be disclosed to the Audit Committee. Employees may also 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-disclosures#Policies

17.2 Related party transactions

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. There were no materially significant 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. Your Directors draw attention of the members to Note 40 to the financial statement which sets out 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: http://www.tfciltd.com

17.3 Annual Return

The Annual Return of the Company as on March 31, 2024 is available on the Companys website and can be accessed at the link: http://www. tfciltd.com

17.4 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.

17.5 Documents placed on the Website

In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Company has established a functionalwebsite. 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 through its website. This practice aligns with regulatory requirements and promotes effective communication and transparency in line with good corporate governance practices.

17.6 Risk Management Policy

The Company has formulated and implemented and 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 Committee for reviewing/implementing ALM policies and for managing the liquidity risk as well as interest-rate 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 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 related 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. 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 potential risks and uncertainties that may impact its operations and objectives.

17.7 Significant regulators

During the year under review, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations. Your Company is registered with RBI as NBFC-ML and not registered with any other financial sector regulators. No adverse order or penalties were levied during FY2023-24 by any of the regulators.

17.8 Internal financial controls

The Company has established a robust framework of standards, processes and structure which enable to implement internal control system and ensure that same are adequate and operating effectively operations, objectivity function reports to the Chairman of the Audit to its stakeholders Committee of the Board.

Internal Auditor plays a crucial role in monitoring and evaluating the efficacy and adequacy of internal control systems in the company, its compliance with the operating systems, accounting procedures and policies at all locations of companys operation. Internal Audit Report stimulates other functional departments to improve their systems and procedures to strengthen the controls. All these issues are regularly placed before the Audit Committee meeting for its deliberations and monitoring.

17.9 Particulars

Guarantees given and Securities provided

Your Company is a specialised financial institution registered as Non-deposit Accepting Non-Banking Finance Company Middle Layer (NBFC-ML) with RBI. It provides financial assistance by way of loans/ investment for projects in tourism/ hospitality, social infrastructure (educational institutions, hospitals, etc.) manufacturing, residential estate, NBFCs/HFCs/MFIs for onward lending and other resilient sectors in the ordinary course of business. The details particulars may be referred to in the financial statements.

17.10 Segment Reporting

Accounting Standard 17 regarding segment wise reporting does not apply to your Company since revenues are primarily derived from only one segment i.e. financing of projects by way of loan or investments.

17.11 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, 2024 and the date of the Directors report i.e. July 10, 2024.

Considering the business environment and current domestic & global cues, the Board of Directors has approved Business Plan for your Company to ensure growth with optimum utilization the resources, achieve product and sectoral diversification and increase Your Company would explore credit opportunities across all segments of hospitality/tourism sector and credit opportunities social-infra, real-estate with focus on residential affordable/middle companies viz. NBFC, HFC, MFI & ARC and co-lending with established NBFCs in secured MSE & LAP products besides tourism advisory services. The Company intends to grow its balance sheet size by cautiously pursuing emerging opportunities through leveraging its capital to result in improved return on equity/shareholders value over mid-to-long term.

18. Acknowledgements

The Board expresses and places on record their sincere gratitude for the unwavering support provided by the promoters and shareholders. The Board acknowledges the trust and confidence placed in the Company, which has been instrumental in its success. The Board also extends their heartfelt appreciation to the Companys esteemed customers, as well as its bankers, financial real-institutions, and investors, for their continued patronage. Their support has been crucial in the Companys growth and achievements. The Board recognizes and values the guidance and cooperation government entities and regulatory authorities. Ministry of Finance, Ministry of Tourism, Ministry of Corporate Affairs, Reserve Bank of India, Securities & Exchange Board of India, Registrar of Companies, Stock Exchanges, Depositories, and other government and regulatory authorities operations.

The Board acknowledges the significant made by the dedicated employees of the Company. Their collective efforts and unwavering commitment have been pivotal in driving the sustained growth and performance of the Company. The Board sincerely appreciates the collective efforts of all stakeholders, including shareholders, customers, financial partners, regulatory authorities and employees, whose support and collaboration have been instrumental in the Companys achievements and success.

For and on behalf of the Board of Directors of

Anoop Bali	Dr. S.Ravi
(Managing Director)	(Chairman)
Date: July 10, 2024 value.
Place: New Delhi