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:

(Amount in ' Crore)

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 Company's 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 country's 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. Management's Discussion and Analysis Report

Management's 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
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 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 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
Policymay be accessedontheCompany'swebsite at thelink:
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 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
(BSE) and the National Stock Exchange of India Limited
(NSE). The Annual Listing Fees for the financial years 2025¬
26 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
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.

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 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 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 company's
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:
https://www.tfciltd.com/investors-lodr.

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

i) Total foreign exchange outgo : Nil

ii) 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 Company's 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
TFCI's 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 de¬
addiction programmes. These interventions helped improve nutrition, health, and overall well-being among vulnerable
communities.

• Health Care Programme remained one of TFCI's 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 Company's 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 company's adherence to the prescribed
corporate governance norms and provides independent
verification of the company's 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
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:
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 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:
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 Company's 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 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.

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 company's 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 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.

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 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,
and co-operation received from various government and
regulatory authorities, whose role has been integral to
the Company's 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
Company's 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