Shareholders meeting

Tourism Finance Corporation of India Ltd. 4th Floor,Tower-1, Tel. : 91-11-47472200 NBCC Plaza, PushpVihar Fax: +9111 2956 1171 Sector-5, Saket, E-mail:ho@tfciltd.com NewDelhi-110017 Web :www.tfciltd.com CIN : L65910DL1989PLC034812 TF/LISTING/25 July 29, 2025 BSE Ltd. - : "NationalStock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Fort, Banda (East), Mumbai — 400 023 Mumbai — 400 051 Scrip Code:526650 Scrip Code : TFCILTD Re: Notice ofthe 37th Annual General Meeting ofthe Company Dear Sir, This is to inform that the 37th Annual General Meeting of the members of the Company will be held on Friday, 21st August, 2026 at 11:00 a.m. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM), in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. The Notice convening the 37th Annual General Meeting of the Company is attached herewith. Yours faithfully, (Sanjay Ahuja) Company Secretary Encl: as stated TOURISM FINANCE CORPORATION OF INDIA LIMITED NOTICE NOTICE is hereby given that the Thirty Seventh Annual General Item No. 5. To approve the appointment and payment of Meeting of the members of Tourism Finance Corporation of India remuneration of Shri Anoop Bali (DIN: 00302077) as Managing Limited will be held on Friday, the 21st day of August, 2026 at Director of the Company. 11:00 AM, through Video Conferencing (VC)/other Audio Visual To consider and if thought fit, to pass, with or without Means (OAVM) facility at 4th Floor, Tower 1, NBCC Plaza, Sector V, modification(s), the following resolution, as Ordinary Resolution: Pushp Vihar, Saket, New Delhi –110 017 to transact the following “RESOLVED THAT subject to the provisions of Sections 196, 197 business: and 203 read with Schedule V to the Act and all other applicable ORDINARY BUSINESS: provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 1. To consider and adopt the audited Financial Statements of 2014 (including any statutory modification(s) or re-enactment the Company for the year ended March 31, 2026 and the thereof for the time being in force), and Article 161 of the Articles report of the Board of Directors’ and Auditors’ thereon. of Association of the Company and such other approvals as may 2. To consider and declare Dividend on Equity Shares for be required and such modification and conditions, if any, which financial year 2025-26. the Board of Directors is hereby authorised to accept, consent 3. To appoint a Director in place of Shri Aditya Kumar of the members, be and is hereby accorded for the appointment Halwasiya (DIN: 08200117), who retires by rotation at this of Shri Anoop Bali (DIN: 00302077), as Managing Director for Annual General Meeting and being eligible, offers himself further period w.e.f June 1, 2026 till May 31, 2028 and be paid for re-appointment. salary, allowances, perquisites as set out hereunder: SPECIAL BUSINESS: (i) Pay: All inclusive cost to the Company Rs.2.50 crore per annum plus incentive as decided by the Board of Directors Item No. 4. Issue of Non-Convertible Bonds/Debentures/other every year. Besides, he will also be entitled for such instruments. number of stock options as may be granted to him under To consider and if thought fit, to pass, with or without any ESOP scheme of the company with the prior approval modification(s), the following resolution(s), as Special of NRC/Board. Resolution(s): (ii) Leave and other terms: As per Staff Regulations of the “RESOLVED THAT pursuant to the provisions of Sections 42, company. 71 and all other applicable provisions of the Companies Act, (iii) Notice Period: The contract of employment can be 2013 read with the Companies (Prospectus and Allotment of terminated by either side by giving three month’s notice Securities), Rules 2014, Securities and Exchange Board of India or three month’s pay in lieu thereof. (Issue and Listing of Non-Convertible Securities) Regulations, 2021, Guidelines issued by Reserve Bank of India (“RBI”), the RESOLVED FURTHER THAT in the event of absence or inadequacy Memorandum and Articles of Association of the Company and of profit in any financial year during his tenure, the aforesaid subject to the rules, regulations, guidelines and circulars issued remuneration shall be paid as minimum remuneration in thereunder from time to time by any Regulatory Authorities, accordance with provision of Schedule V to the Companies Act, consent of the Members be and is hereby accorded to the 2013 or any statutory modification(s) or re-enactment(s) thereof Board of Directors (hereinafter referred to as the “Board” which as in force from time to time. term shall include any Committee thereof for the time being RESOLVED FURTHER THAT the Board of Directors (hereinafter exercising the powers conferred on the Board by this Resolution) referred to as “the Board” which term shall be deemed to include for having made and/or making offer(s) or invitation to subscribe the Nomination and Remuneration Committee constituted by the to securities, including but not limited to bonds and non- Board) be and is hereby authorized to fix, increase, alter and to convertible debentures, by way of private placement in one or vary the remuneration consisting salary, perquisites, allowance more tranches, on such terms and conditions as it may consider etc. in compliance of provisions of Schedule V to the Companies proper, upto an amount not exceeding Rs.1200 crore (Rupees Act, 2013 or any statutory modification(s) or reenactment One Thousand Two Hundred Crore only) in the year commencing thereof. from the date of approval by shareholders. RESOLVED FURTHER THAT for the purpose of giving effect to RESOLVED FURTHER THAT the Board of Directors of the Company this resolution, the Board of Directors of the Company be and is be and is hereby authorized to do all such acts, deeds and hereby authorised to do all such acts, deeds and things as may things and give such directions as may be deemed necessary or be deemed necessary or desirable or to settle any question or expedient, to give effect to this Resolution.” difficulty that may arise, in such manner as it may deem fit. 37th Annual Report 2025-26 3 TOURISM FINANCE CORPORATION OF INDIA LIMITED Item No.6 Alteration to the Articles of Association of the to as “MCA Circulars”), permitted convening the Annual Company. General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means To consider and if thought fit, to pass, with or without (“OAVM”), without physical presence of the members at a modification(s), the following resolution(s) as Special common venue. In accordance with the MCA Circulars and Resolution(s): applicable provisions of the Companies Act, 2013 (“Act”) “RESOLVED THAT pursuant to Section 14 and other applicable read with Rules made thereunder and the Securities and provisions of the Companies Act, 2013 and the provisions of Exchange Board of India (Listing Obligations and Disclosure the Memorandum and Articles of Association of the Company, Requirements) Regulations, 2015 (“Listing Regulations”), the consent of the Members of the Company be and is hereby the AGM of the Company is being held through VC / OAVM. accorded to alter the Articles of Association of the Company by The deemed venue for the AGM shall be the registered way of deletion of the following existing clauses of the Articles of office of the Company. Association relating to common seal of the company: 2) Pursuant to the provisions of Section 108 of the In clause 2(1) ‘INTERPRETATION CLAUSE’ Companies Act, 2013 read with Rule 20 of the Companies The Seal means the Common Seal of the Company. (Management and Administration) Rules, 2014 (as The clause no. 162 ‘THE SEAL, ITS CUSTODY AND USE’ amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regula [Showing first 8,000 characters — download PDF for full document]