Tourism Finance Corporation of India Ltd

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 36th Annual Report and Audited Financial Statements of the Company for the financial year ended 31st March, 2025.

2. Financial Results

The financial performance of the Company for the financial year ending 31st March, 2025 as compared to the previous financial year ended 31st March, 2024 is summarized below:

(Amount in 'Rs Crore)

(Amount in ' Crore)

3. Operational Performance

During 2024-25, TFCI continued its focus on lending opportunities in hospitality/ tourism, manufacturing, social/urban infrastructure, real-estate and NBFCs/ HFCs sectors. During the year, the Company initiated to provide short-term personal loans/ retail loans through fintech platforms and also short-term loans against security of listed shares (LAS). TFCI sanctioned term loans aggregating Rs.1599 crore (PY: Rs.1454 crore) and disbursed term loans were aggregating Rs.915 crore (PY: Rs.853 crore) reflecting growth of 10% and 7% respectively over the previous fiscal. The Company for the year ended 31st March 2025, recorded total income of Rs.260.06 crore (PY: Rs.242.04 crore), Profit before Tax (PBT) of Rs.128.02 crore (PY: Rs.113.87 crore) and Profit after Tax (PAT) of Rs.103.81 crore (PY: Rs.91.11 crore). As on 31st March 2025, your Company was having gearing of 0.72 times and capital adequacy of 69.70%. Considering the business environment and the current domestic and global cues, the Board of Directors has approved a Business Plan for your company to ensure growth with prudent resource utilisation. Your company would focus on exploring credit opportunities across the hospitality/tourism sector, other resilient performing sectors viz. manufacturing, renewable energy (solar/ wind), social/urban-infra, real-estate with focus on residential affordable/middle-income housing, and for onward lending to NBFC, HFC & ARC sectors. Your Company will also undertake retail lending through fintech platforms, co-lending with Banks & established NBFCs in secured MSE & LAP products and continue term loan against security of category-1 listed shares. Your Company will also explore supply chain financing through digital platform(s). Given TFCI's expertise in the hospitality/tourism segment, lending to hospitality will continue to remain a thrust area in FY26, with emphasis on financing green-field projects, last-mile funding for under-implementation projects, brownfield projects, takeover/refinancing projects, acquisition finance, corporate financing, structured finance, and special situation financing. Besides, TFCI will also undertake fee-based business from segments like tourism advisory, corporate advisory, loan syndication, etc.

1 Asset Quality:

Your Company remains committed to maintaining high-quality asset portfolio. This ensures the business's

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 and collection system and taking proactive action for resolution of stressed assets. As on March 31, 2025, your company had three borrower accounts in the non-performing asset category with aggregate principal outstanding of Rs.54.49 crore, out of which recovery of Rs.21.54 crore would happen in April 2025 from the auction amount of the mortgaged property of an NPA under SARFAESI Act. Despite that, an Expected Credit Loss (ECL) provision of Rs.27.25 crore has been made on the non-performing assets in the books. Consequently, as on March 31, 2025, your Company had Gross NPA and Net NPA at 3.22% and 1.61% of the total loans respectively. The Company's investment in Security Receipts (SRs) also has come down from Rs.104.00 crore as on March 31, 2024 to Rs.40.49 crore as on March 31, 2025.

4. Contribution to Tourism and Other Sectors

Over the past 36 years, your Company has been playing 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 over the years. Since inception, your Company has played a leading role in creation of approximately 58,700 star- category hotel rooms across the nation, representing a remarkable 29% of the country's total 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 and 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 Rs.3 per Equity Share of face value Rs.10.00 (i.e. 30% on the paid-up Equity Share Capital) for the financial year ended 31st March, 2025, 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, 2025. 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 August 14, 2025 in respect of shares held in dematerialized form. The Dividend Distribution Policy of the Company can be accessed on our website at the link: com/investors-disclosures#Policies.

6. 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 out of borrowings and internal accruals. During the year, your Company raised term loans from scheduled banks/institutions aggregating Rs.225 crore at WAIR of 10.02% p.a. with tenure upto five years. The total term borrowings stood at Rs.866.09 crore as on 31st March 2025 as against Rs.983.04 crore as on 31st March 2024. During 2024-25, your Company allotted 22,23,000 fully paid up equity shares of Rs.10 each Rs.225 (including premium of Rs.215) per share aggregating Rs.50.02 crore on a preferential basis pursuant to approval accorded by the members at EGM held on March 22, 2024 and in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The proceeds of the issue including share premium, net of share issue expenses, have been utilized as per the objects of the issue. 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 2024-25.

Your Company will approach banks/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 optimization in line with 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 respect 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 69.70% as on 31st March, 2025 as against regulatory norm of 15%.

8. Management Discussion and Analysis Report

The Management Discussion and Analysis report containing Industry outlook, macro-economic environment, 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 35th Annual General Meeting held on August 14, 2024 had approved the appointment/re-appointment of Shri Anoop Bali as Managing Director, Dr. S. Ravi and Shri Aditya Kumar Halwasiya as Non-Executive Non-Independent Directors, and Shri Deepak Amitabh and Dr. Mahabaleshwara MS as Independent Directors.

According to the provisions of the Companies Act read with Article 135 of the Articles of Association of the Company, Shri Parkash Chand 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 Parkash Chand as Non-Executive Non-Independent Director of the Company. The resolutions 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.

9.1 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 seeking inputs from all Directors, considering factors such as attendance, participation, contribution, responsibility towards stakeholders, adherence to their duties with care, skill, 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

i uunoivi rmiHiMcc cunrcmn i ivjim ur iimuim liivii i cu

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 Programme

Independent Directors are regularly updated about the Company's 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

9.3 Details of Board meetings

During the year, Nine (9) Board meetings were held on April 5, 2024; May 16, 2024; May 17, 2024; July 6, 2024; August 13, 2024; October 24, 2024; December 20, 2024; January 28, 2025 and March 21, 2025. 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.

9.4 Appointments/Resignations of the Key Managerial Personnel

During 2024-25, 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.

9.5 Company's 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 individual's suitability for appointment or continuation on the Company's Board. The Nomination and Remuneration Policy may be accessed on the Company's website at the link: 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 2024-25 the Non-Executive Directors were paid sitting fee of Rs.75,000 and Rs.50,000 (plus tax) per meeting for attending the meetings of Board and its Committees respectively. The sitting fee was revised to Rs.1,00,000 and Rs.60,000 (plus tax) per meeting w.e.f. 24.10.2024 for attending the meetings of Board and its Committees respectively.

(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.

10. 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 judgements 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.

11. 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 Company's 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 Company's Registrar and Share Transfer Agent, M/s MCS Share Transfer Agent Limited.

The Company's equity shares are listed on the BSE Limited and the National Stock Exchange of India Limited (NSE). The Annual Listing Fees for the financial years

2024-25 and 2025-26 have been paid to both stock exchanges. The addresses of these Stock Exchanges are provided in the relevant sections of this Annual Report.

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 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 at a fee of Rs.12 Lakh plus applicable tax.

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 of the financial 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 Secretaries were appointed Secretarial Auditors of the Company. 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.

Further, SEBI vide notification dated December 12, 2024, amended the Regulation 24A of SEBI (LODR) Regulations which mandates that, a listed entity shall appoint an individual or Secretarial Audit firm as Secretarial Auditor for not more than one or two terms of five consecutive years respectively, on the basis of recommendation of the Board of Directors, subject to approval of the shareholders in the Annual General Meeting. Any association of the individual or the firm as the Secretarial Auditor of the listed entity before March 31, 2025 shall not be considered for the purpose of calculating the tenure. The Secretarial Auditor shall be a peer- reviewed Company Secretary and should not have incurred any of the disqualifications as specified by SEBI. Accordingly, the Board of Directors at its meeting held on July 10, 2025, has approved the appointment of 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 FY2025-26 till FY2029-30, subject to approval of the Members at an audit fee of Rs.75,000/- (Rupees Seventy Five Thousand only) per annum plus applicable GST.

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 employee's 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.

13.1 Committee on Sexual Harassment

Your Company maintains a zero-tolerance approach towards sexual harassment of women at the 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 2024-25.

13.2 Maternity benefits

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.

14. Energy Conservation, Technology Absorption and Foreign Exchange Earning and outgo

As your Company's 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 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 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 company's

15. 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 2016-17.

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 14, 2024), 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 Section 135 of the Companies Act 2013 and Rules made thereunder. The Corporate Social Responsibility Policy (CSR Policy) may be accessed on the Company's website at the link:.

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 TFCI's perception as a socially responsible entity.

During 2024-25 your Company has spent '220.77 Lakh towards CSR initiatives/activities as per detailed report attached as Annexure 1 and brief details on sector wise programme undertaken are as under:

• Environmental Sustainability Programmes included planting 5,000 saplings at the Asola Bhatti Wildlife Sanctuary, located at the tri-junction of Delhi, Gurugram, and Faridabad; supporting afforestation efforts in the Himalayan region of Uttarakhand to enhance green cover; installing 55 solar street lights in the slum areas of Delhi; setting up a solar power plant at Asha Kiran School in Raigarh, Maharashtra, to support underprivileged children from tribal communities; and at Utkarsha Learning Center at Belagavi, Karnataka, for the benefit of HIV infected underprivileged orphans children.

IUUKI3M FINANCE COKrUKAIIUN UF INDIA LIIVIIIED

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 Company's website at the link: The particulars regarding Foreign Exchange earnings and outgo are as follows:

• Skill Development Programmes focused on ICT skills, sewing training for women, and employment-oriented training in the hospitality sector were conducted in Delhi and West Bengal. These initiatives aim to equip participants with employable skills, enhance their livelihood opportunities, and support workforce development in the hospitality industry.

• Sports Training Programme for support of five national level athletes and a junior girl badminton player belonging to economically unprivileged background by supporting to NGO founded by renowned international athlete, Dr. Sunita Godara, 1992 Asian Marathon Gold medallist.

• Education Programme benefiting approximately 1,000 destitute and vulnerable children across the country. Acknowledging the vital role of education, this initiative gave them access to quality learning opportunities and contributed to enhancing their chances of a brighter future.

• Eradicating Hunger and Malnutrition Programme aimed at tackling the pressing challenges of hunger and malnutrition, your company has extended support to the Mid-day Meal initiative in Delhi-NCR, benefiting around 400 underprivileged and slumdwelling students

• Sanitation Programme included cleaning of the Sea Beach and other tourist attractions in Puri, Odisha.

• Healthcare Programme focused on cancer care and the well-being of underserved communities. The initiative included awareness on cancer prevention, treatment, recovery, and improved survival through early detection drives, nutrition and yoga camps. It also covered the procurement of medical devices, essential medicines, and surgical supplies to Ganga Prem Hospice, Uttarakhand providing end of life care to cancer patient. Emotional support was extended through the Listening Post programme. Additionally, artificial limbs were provided to empower divyang individuals, therapy equipment was supplied for children with special needs, and colostomy bags along with other medical essentials were distributed to underprivileged children at Safdarjung Hospital undergoing colostomy surgeries. The programme has positively impacted the lives of over 5,000 patients.

• Animal Welfare Programme included procurement of physiotherapy machine for treatment of street dogs suffering with osteoarthritis and paralysis and dead body refrigerated box at crematorium for dogs and small animals in Delhi-NCR.

17. 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 company's adherence to the prescribed corporate governance norms and provides independent verification of the company's commitment to maintaining high standards of governance.

17.1 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 Company's 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 Company's website at the link: investors-

17.2 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 arm's 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 Company's website at the link: investors-

17.3 Annual Return

The Annual Return of the Company as on March 31, 2025 is available on the Company's website and can be accessed at the link:

17.4 Statement containing salient features of financial statements of subsidiaries

Since the Company has no subsidiary/associate company, the consolidation of accounts and 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 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.

17.6 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 Company's 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.

17.7 Significant and material orders passed by the regulators

During the year under review, no significant and/ or material orders were passed by the regulators

or courts or tribunals impacting the going concern status and company's 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 FY2024-25 by any of the regulators.

17.8 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 Company's 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 Company's 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.

17.9 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 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 real- estate, NBFCs/HFCs/MFIs for onward lending and other resilient sectors in the ordinary course of business. The detailed particulars may be referred to in the financial statements.

17.10 Segment Reporting

Accounting Standard 17 on segment-wise reporting is not applicable to your Company, as its revenue is mainly generated from a single 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, 2025 and the date of the Directors' report i.e. July 17, 2025. However, during the period, your Company has recovered significant amount from NPA accounts and redemption of Security Receipts.

18. 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 Company's progress. The Board also extends its heartfelt thanks to the Company's valued customers, as well as its bankers, financial institutions, and investors, for their continued association and support, which have contributed meaningfully to the Company's growth journey. The Board further acknowledges with deep appreciation the support, guidance, and cooperation received from various government departments and regulatory bodies,

including the Ministry of Finance, Ministry of Tourism, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Registrar of Companies, Stock Exchanges, Depositories, and other relevant authorities, whose role has been integral to the Company's operations. The Board also recognizes the dedicated efforts of the Company's employees. Their hard work, professionalism, and commitment have been vital to sustaining the Company's growth and performance.

For and on behalf of the Board of Directors