TCI Express Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors (''Board'') of TCI Express Limited (''the
Company'' or ''your Company''), is pleased to present its 17^th
Annual Board''s Report, together with the audited Financial
Statements (Standalone & Consolidated) of the Company
for the financial year ended March 31, 2025 (''the year under
review'' or ''fiscal year'' or ''FY 2024-25''). The reports have been
prepared in fullcompliance with the applicable provisions
of the Companies Act, 2013 (''the Act''), the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations''), and
other relevant statutes pertaining to Board''s Report.

This section, read with Annual Report, offers a holistic overview
of the Company''s strategic initiatives, business achievements,
financialresilience, governance standards, and ongoing
commitment to environmental and social responsibility.

OPERATING FINANCIAL PERFORMANCE AND
DEVELOPMENTS

Below is the summarization of the audited financial
performance of the Company, both on a standalone basis and
consolidated, for the fiscal year ended March 31, 2025, as well
as the preceding year.

Particulars	Standalone basis		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	1221.14	1260.97	1221.71	1260.97
Profit before Interest, Depreciation, Taxation & Exceptional Item	143.01	194.39	138.12	194.37
Less: Interest (Net)	1.25	1.47	1.31	1.47
Less: Depreciation (Net)	21.61	18.95	21.62	18.95
Less: Exceptional Item	-	-	-	-
Profit/ (Loss) before Tax (PBT)	120.14	173.97	115.18	173.95
Less: Tax Expenses	29.37	42.28	29.37	42.28
Profit/(Loss) after Tax (PAT)	90.77	131.69	85.81	131.67

Operational and Financial Overview

The Management Discussion and Analysis (''MDA'') section of
the Annual Report provides a detailed review of our operational
and financialperformance, together with key strategic
developments for the FY 2024-25. Please refer to the MDA
report, which forms an integral part of the Annual Report.

The Company publishes its consolidated and standalone
Financial Statements on a quarterly and annual basis. These
financial results are also made available on the Company''s
official website at the following link: https://www.tciexpress.in/
financial-results?invid=1&key=c4ca4238a0b923820dcc509a
6f75849b

Any Members who wish to inspect or obtain a copy of these
documents may submit a written request to the Company
Secretary at [email protected].

Accounting Standards and Policies

The Audited Standalone and Consolidated Financial
Statements have been prepared in accordance with the Indian
Accounting Standards (''Ind AS''), as notified by the Ministry
of Corporate Affairs, under Section 133 of the Act, read with
Rule 3 of the Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time. There have been

no material deviations from the prescribed norms outlined in
the applicable IND AS during the preparation of the annual
accounts.

The accounting policies have been applied consistently, except
in cases where the adoption of a newly issued accounting
standard or a revision to an existing standard necessitated a
change in the previously applied policies.

Subsidiary, Associate and Joint Venture Companies

TCI Express Pte. Ltd., a wholly owned subsidiary (''Wos'') of your
Company, is incorporated in Singapore to serve as the regional
representative of TCI Express Ltd. in Singapore. The Wos is
established to facilitate logistics operations and other ancillary
services, supporting the Company''s strategic presence in the
region.

The Company has, in accordance with Section 129(3) of
the Act, prepared consolidated Financial Statements of the
Company and its Wos, which form part of the Annual Report.
Further, salient features of Financial Statements of the Wos are
provided under Annexure-I of this report. As of the end of the
fiscal year, the Company does not have any affiliated or jointly
operated entities.

Internal Controls over Financial Statement

The details pertaining to the internal controls over financial
reporting and their adequacy are discussed within this report
and comprehensively provided under the MDA section, which
forms an integral part of this Annual Report.

ANNUAL RETURN AND STATUTORY REPORTS

Annual Return

The copy of draft Annual Return in Form MGT-7 prepared as
per Section 92(3) of the Act, read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 is placed on the
website of the Company at https://www.tciexpress.in/financial-
reports.aspx

Management Discussion and Analysis Report

In compliance with Regulation 34 of the Listing Regulations,
a separate section on Management Discussion and Analysis
(''MDA''), which includes details on the state of affairs of the
Company, forms part of Annual Report.

Business Responsibility and Sustainability Report

In accordance with Regulation 34(2) of the Listing Regulations,
the Annual Report incorporates a dedicated section on
Business Responsibility and Sustainability Report (''BRSR''),
that outlines the Company''s initiatives on social, environmental
and governance aspects for the fiscal year 2024-25.

Environmental, Social and Governance Report

The Company remains committed to integrating Environmental,
Social, and Governance (''ESG'') principles into its operations,
reinforcing sustainable growth and stakeholder value creation.
We have undertaken various ESG initiatives, including
optimizing logistics operations for reduced carbon emissions,
enhancing employee well-being through robust safety and
training programs, and maintaining stringent governance
practices to ensure transparency and accountability.

The Company has conducted a thorough materiality
assessment in the year 2023, by circulating detailed
questionnaires among its stakeholders. This process aimed to
evaluate and rank the relative significance of various ESG topics.
The results of this assessment have been visually represented
on a materiality matrix, allowing the Company to prioritize ESG
initiatives effectively and establish comprehensive strategic
targets. For complete details, please refer to the ESG report
available on the Company''s official website.

Corporate Governance Report

In accordance with Regulation 34(3) of the Listing
Regulations, the Annual Report incorporates a dedicated
section on Corporate Governance Report (''CGR'') including
Shareholder''s information, as prescribed under Schedule V to
the Listing Regulations.

ETHICAL PRACTICES AND PROTECTION MECHANISM

The Company is committed to conducting its business with the
highest standards of ethics, integrity, and responsibility, while
ensuring a safe and inclusive environment for all stakeholders.
The Company operates under a robust governance framework
supported by key policies and codes such as the Code of
Conduct for Directors, Employees, Suppliers and Business
Associates, which guides on ethical behavior, integrity, and
compliance with laws. Ethical business practices are further
reinforced through our Whistleblower Policy and Protection
Mechanism, enabling transparent reporting of misconduct,
and the Anti-Bribery and Anti-Corruption Policy, which
upholds zero tolerance for unethical transactions.

These policies contain a well-defined protection mechanism
that ensures confidentiality, safeguards the identity of the
whistleblower, and protects against any form of retaliation,
discrimination, or harassment, thereby encouraging individuals
to report concerns without fear.

The Policy on Prevention of Sexual Harassment at
Workplace fosters a respectful and secure workplace, backed
by an Internal Complaints Committee for redressal. Additionally,
initiatives promoting employee well-being, mental health, and
ergonomic workspaces contribute to a holistic safety culture.

In parallel, the Company prioritizes employee health and
safety through its Health, Safety and Environment (''HSE'')
Policy, ensuring that operational sites like warehouses and
sorting centers follow stringent safety standards and training
protocols.

A detailed overview of these policies and codes, along with
mechanisms for raising concerns and safeguards against
harassment, is available in the Corporate Governance Report,
which forms an integral part of Annual Report.

PREVENTION FROM SEXUAL HARASSMENT

Towards its commitment to maintain a safe and healthy
work environment, the Company has adopted ''Policy on
Prevention of Sexual Harassment at Workplace'' in

compliance of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, (''POSH
Act''), which is aimed at providing a safe, secure and dignified
work environment and to deal with complaints relating to sexual
harassment at workplace. Apart from Company''s workforce,
the Policy gives shelter to contract workers, probationers,
temporary employees, trainees, apprentices and any person
visiting the Company. The Company''s Policy for prevention
of sexual harassment is available on the Company''s website at
https://www.tciexpress.in/corporate-qovernance-policy?invid
=10&key=d3d9446802a44259755d38e6d163e820

The Company has constituted Internal Complaints Committees
at all relevant locations across India, in compliance of POSH
Act, to consider and resolve the complaints related to sexual
harassment. Regular training and awareness programmes are
conducted to educate our employees on the importance
of maintaining a harassment free workplace and guided on
framework for reporting and resolving instances of such
harassment.

The Company is firmly committed to upholding the highest
standards of human rights and ethical labour practices
across all its operations. As part of our core values and ESG
commitments, the Company strictly prohibits the use of child
labour, forced labour, involuntary labour, or bonded labour in
any form.

In the reporting year, we have not received any complaints
pertaining to child labour, forced labour or sexual harassment.
The Annual Report as required under Section 21 of the POSH
Act read with Rule 14 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Rules, 2013
has been submitted to the respective authority.

CORPORATE SOCIAL RESPONSIBILITY

The Company has consistently demonstrated its commitment
to Corporate Social Responsibility by actively contributing to
the well-being of society for decades,rooted in the ethos of
service and sustainability. In accordance with the requirements
of Section 135 of the Act, the Board has constituted a Corporate
SocialResponsibility (''CSR'') Committee and formulated a
CSR Policy, that articulates the Company''s approach and
commitment to sustainable and inclusive social development.

Based on the recommendations of the CSR Committee,
the Company regularly collaborates with both internal and
external CSR partners to support a diverse range of impactful
initiatives. These include programs in education, vocational
training, preventive healthcare, sports development, rural
advancement, environmental sustainability, and other allied
areas. The Company also promotes road safety awareness
and green logistics practices, aligning with its broader vision of
responsible business, with a legacy built on trust and care.

The brief outline of CSR Policy, initiatives undertaken by the
Company on CSR activities during the FY in accordance with
the Section 135 of the Act and the Companies (Corporate
SocialResponsibility Policy) Rules, 2014, is set out in
Annexure-II to this Report. For other details pertaining to
the composition, terms of reference, number of meetings
held during the year and attendance of the CSR Committee
members at meeting are given in the Corporate Governance
Report, which forms a part of Annual Report. More details on
CSR activities undertaken by the Company are provided under
the BRSR Report, forming integral portion of Annual Report.

HUMAN RESOURCES MANAGEMENT
People and Culture

Our organisational culture is a reflection of our core values
serving as the foundation for our identity and operational ethos.
Throughout the year, we remained committed to reinforcing
and enhancing the alignment of our value-driven principles
across all levels of the organisation. We actively align business
objectives with individual aspirations, empowering employees
to grow both personally and professionally. Through continuous
dialogue, structured career development programs, and a
strong emphasis on employee well-being, we nurture a work
environment that motivates individuals to perform at their best.

We have implemented a series of strategic initiatives and
programs aimed at strengthening the consistency of our
value-driven culture. These efforts focus on enhancing
communication, fostering meaningful employee engagement,
promoting diversity inclusion, and ensuring the holistic well¬
being of our workforce.

Furthermore, we take pride in maintaining a positive and
collaborative relationship with our workforce, as well as our
external associates, wherever applicable. By fostering mutual
respect, transparency, and trust, we ensure a cohesive and
engaged workforce that drives the long-term success of our
organisation.

Freedom to Speak

TCI Express upholds the ethos of being a family, fostering
an open and transparent communication culture with all its
human assets. We have established effective channels for
communication, including a grievance redressal platform,
encouraging employees at all levels to share their ideas,
concerns, and feedback for continuous improvement across
our sites. Regular meetings further reinforce this culture by
facilitating ongoing dialogue and engagement.

The Company has implemented a process where the leadership
team actively engages with employees and workers across
various branches. These interactions allow the leadership team
to develop a direct connection, gaining valuable insights into
employee challenges, grievances, and feedback. This open
dialogue not only strengthens our bond with the workforce but
also enhances agility in the Company''s processes.

To further improve communication and connectivity at all
levels, we have initiated efforts to implement digital solutions
across our offices and operation sites.

Diversity, Equity, and Inclusion

We are committed to fostering a culture that values diversity,
promotes equity, and ensures inclusion across all levels of
our organisation. As a leading express logistics provider, we

recognize that our strength lies in the unique perspectives,
experiences, and talents of our people.

Diversity: We celebrate diversity in all its forms-be it cultural,
generational, gender, or experiential. By embracing varied
perspectives, we drive innovation, improve decision-making,
and strengthen our ability to serve a diverse customer base
effectively.

Equity: We strive to create equitable opportunities for all our
employees. We are committed to eliminating systemic barriers
and ensuring that everyone has access to the tools, resources,
and support they need to thrive and succeed in their roles.

Inclusion: We are dedicated to creating a workplace where
every individual feels respected, valued, and empowered to
contribute fully. Through continuous employee engagement,
training, and open communication, we foster an inclusive
environment where everyone belongs.

Training and Education

The Company is committed to fostering continuous learning
and professional development through a diverse range of
training and development programs. These initiatives are
strategically designed to build new skills, advance career
growth, and support employees in achieving their professional
goals. Our structured in-house training offerings are tailored
to meet diverse developmental needs, covering areas such
as technicalproficiency, functionalexpertise, leadership
capabilities, and culture-building initiatives.

The Company provides continuous training programs
that address key areas such as anti-bribery laws, human
rights, prevention of sexual harassment, health, safety and
environment standards, and various internal codes and policies.
These programs also educate employees on the established
mechanisms for raising concerns and the safeguards in place to
protect individuals from any form of harassment or retaliation.
To ensure widespread engagement and effectiveness, these
awareness initiatives are implemented through a combination
of online and offline channels, including interactive workshops,
e-learning modules, internalHR portals, and various other
communication platforms, tailored to reach and resonate with
employees across all levels of the organisation.

Employee wellness

Our Company prioritizes the safety of all stakeholders, including
employees, visitors, vendors, contract workers, logistics
drivers, and any individuals impacted by our operations. We
are dedicated to maintaining a safe and supportive work
environment and uphold the highest standards of workplace
safety.

We recognize that safe work practices contribute to
enhanced performance, a motivated workforce and increased

productivity. To reinforce this commitment, the Company
adopted and updated time to time its HSE policies, emphasizing
prevention of work-related injuries and illnesses among
employees, both permanent and non-permanent workers,
contractors, the community, and allrelevant stakeholders.
Our policies and programs are designed to mitigate hazards,
minimize risks, and address physical, mental, and psychosocial
health concerns, ultimately fostering the overall well-being
of our workforce. As of March 31, 2025, our organisation
employed a total of 2,681 individuals.

The Company is fully committed to fostering a safe, inclusive,
and supportive work environment for all its employees. To
promote employee well-being, it conducts regular health
check-ups, provides comprehensive health insurance, and
offers maternity facilities. The Company also celebrates
important events to encourage engagement and inclusivity.
In compliance with the Maternity Benefit Act, 1961 and its
amendments, the Company extends maternity leave and
related benefits to eligible female employees in accordance
with the applicable legal provisions.

Looking ahead to the next financial year, we reaffirm our
commitment to strengthening employee engagement and
relations through more innovative and impactful initiatives that
align with our vision of sustainable growth and excellence.

A comprehensive overview of initiatives undertaken for the
Human Resource Management, comprising people, diversity,
equal pay, training and communication as explained above are
provided in the MDA as well as the BRSR, forming integral parts
of our Annual Report.

PARTICULARS OF EMPLOYEES

In compliance with the provisions of Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of ManagerialPersonnel) Rules, 2014,
the disclosure required relating to employee particulars, are
provided in Annexure-III, which forms an integral part of this
Report.

However, in terms of Section 136 of the Act, the Board''s Report
is being sent to the members of the Company excluding the
statement of particulars of top ten employees, as prescribed
under Section 197(12) of the Act, read with Rule 5(2) & 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. None of the employees
mentioned in the Annexure are related to any Director of the
Company.

Any Shareholder interested in obtaining a copy of the same can
request it by emailing the Company Secretary at secretarial@
tciexpress.in and the Company will facilitate the provision of the
copy to them. The above said disclosure will also be available
for electronic inspection without any fee by the Members,

from the date of circulation of Notice of AGM and up to the
date of AGM.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Board of Directors

The Board of Directors is composed of individuals with diverse
and complementary expertise, encompassing strategic
management, finance, risk management, legal and regulatory
compliance, ethical leadership, and corporate governance.
The Board also brings specialised knowledge in areas such
as ESG and sustainability, information technology and digital
transformation, as well as industry-specific insights. This well-
rounded composition ensures robust decision-making, sound
oversight, and effective governance.

Each member contributes unique perspectives and capabilities
that align with the organisation''s strategic objectives and long¬
term vision. The Board''s collective proficiency enables it to
navigate challenges, capitalize on opportunities, and uphold
the highest standards of corporate governance. During the year
under review, there has been no change in the composition of
the Board.

Following the conclusion of the financial year, based on the
recommendations of the Nomination and Remuneration
Committee, the Board of Directors, at its meeting held on
May 30, 2025, considered and approved the appointment
of Mr. Mukti Lal (DIN: 07091472), currently serving as the
Chief Financial Officer (''CFO'') of the Company, as Executive
Director and CFO. In the same Board meeting, the Board
approved the appointment of Mr. Phool Chand Sharma (DIN:
01620437) as an Independent Director of the Company.

Key Managerial Personnel

During the financial year 2024-25, Mr. Hemant Srivastava-
Chief Operating Officer (Surface Express) tendered his
resignation w.e.f. January 16, 2025, from the services of the
Company. Consequently, he ceased to hold office as a KMP
and SMP with effect from the date of his resignation.

Except for the aforementioned change and the proposed
appointment of Mr. Mukti Lal as Executive Director, there have
been no other changes in the composition of KMP

In accordance with the provisions of Section 203 of the Act,
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following officials are
designated and continue to serve as KMP of the Company as
on the date of this Report:

1. Mr. Chander Agarwal: Managing Director

2. Mr. Ashok Pandey: Chief Operating Officer (Multimodal
Express)

3. Mr. Pabitra Mohan Panda: Sr. Chief Sales & Marketing
Officer

4. Mr. Mukti Lal: Chief Financial Officer

5. Ms. Priyanka: Company Secretary

Director liable to Retire by Rotation

In accordance with the provisions of the Act and Regulation
17(1A) of the Listing Regulations, read with the Articles of
Association of the Company, Mr. Dharmpal Agarwal(DIN:
00084105), Non-Executive Director and Chairperson of the
Company, who will be attaining age of seventy-five (75) years,
is liable to retire by rotation at this AGM and being eligible,
has offered himself for re-appointment. Therefore, a Special
Resolution under Regulation 17(1A) of the Listing Regulations,
has been proposed in the Notice of AGM.

Independent Directors

The Independent Directors of the Company hold office for
a fixed term of five (5) years and are not liable to retire by
rotation. They have confirmed that they meet the criteria of
independence as prescribed under the Act and the Listing
Regulations, and remain independent of the management.

During the year under review, there were no changes in the
composition of Independent Directors due to appointment or
resignation, prior to the completion of their respective tenures.

Following the conclusion of the financial year, and based on
the recommendations of the Nomination and Remuneration
Committee, the Board of Directors, at its meeting held on May
30, 2025, considered and approved the proposal to designate
and appoint Mr. Phool Chand Sharma (DIN: 01620437) as an
Independent Director of the Company, subject to the approval
of the Shareholders at the forthcoming AnnualGeneral
Meeting, in accordance with the provisions of Regulation 16 of
the Listing Regulations.

Declaration of independence

In compliance with the provisions of Section 149(7) of the Act
and Regulation 25(8) of the Listing Regulations, all Independent
Directors of the Company have submitted declarations
confirming that they meet the criteria of independence as
outlined under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations and confirmed that they
are not aware of any circumstances or situations that may
reasonably be anticipated to impair their ability to discharge
their duties with objective, independent judgment and without
any external influence.

They have confirmed their registration with the Independent
Director''s database maintained by the Indian Institute of
Corporate Affairs and have qualified the online proficiency
self-assessment test or are exempted from passing the test as

required in terms of Section 150 of the Act, read with Rule 6 of
the Companies (Appointment and Qualifications of Directors)
Rules, 2014.

These affirmations aforementioned were presented before
the Board, based on that the Board of Directors has opined
that all Independent Directors, possess the requisite integrity,
expertise, and experience, including proficiency as outlined
in Section 150(1) of the Act and relevant rules, serving on the
Board. The Board is of the view that the Independent Directors
meet the conditions specified under the Act and the Listing
Regulations for their appointment and are independent of
the management. The terms and conditions governing their
appointment comply with Schedule IV of the Act and are
available on the Company''s website at www.tciexpress.in.

None of the Directors are disqualified, according to Section
164 of the Act, from being appointed as a Director or are
debarred or disqualified by the Securities and Exchange Board
of India (''SEBI''), Ministry of Corporate Affairs (''MCA'') or any
other such statutory authority. A certificate verifying this,
signed by the Practicing Company Secretary, is attached to
the Corporate Governance Report, which forms an integral
part of Annual Report.

Disclosure of Director''s Re/Appointments and
Designations Change

In compliance with the provisions of the Act, the Listing
Regulations, and the Secretarial Standard on General Meetings
issued by the Institute of Company Secretaries of India (''ICSI''),
the Notice of the AGM includes brief profile of Mr. Dharmpal
Agarwal, Mr. Phool Chand Sharma and Mr. Mukti Lal. The Notice
also provides detailed information regarding the proposals
related to their appointment/re-appointment, along with the
requisite disclosures mandated by regulatory authorities.

PERFORMANCE EVALUATION

A formal assessment of the performance of the Board, its
Committees, the Chairperson, and individual Directors was
conducted for the financial year 2024-25. This evaluation,
overseen by the Nomination and Remuneration Committee,
was carried out using structured questionnaires. The
Performance of the Board was evaluated by the Independent
Directors on the parameters such as its diversity, experience,
industry knowledge, competencies, application of professional
skills, process of appointment and succession planning,
availability of quality information in timely manner, attendance
and participations at the meetings, independent views
and judgment on agenda items, participation on strategic
decisions and major plans of action, governance structure etc.
Independent Directors were additionally evaluated for their
performance and fulfilment of criteria of independence and
non-influence from the Management.

The Committees were assessed based on the timely receipt
of relevant materials for agenda topics, ensuring they had the
necessary information and insights to fulfill their responsibilities
effectively. The evaluation also covered appropriateness of
committee composition, independence and contribution of
the Committee, meaningful participation etc.

As part of the evaluation process, the performance of Non¬
Independent Directors, the Chairperson and the Board
(including its Committee) was conducted by the Independent
Directors. The performance evaluation of the respective
Independent and Non-Independent Directors was also done
by the Board excluding the Director being evaluated.

A report on evaluation was presented to the Nomination &
Remuneration Committee and the Board, where both the
Committee and the Board were satisfied with the evaluation
process, which reflected the overall engagement of the Board
and its Committees with the Company. The Directors of the
Company also expressed their satisfaction towards the process
followed by the Company for evaluating the performance of
the Directors, Board as a whole including Chairperson and its
Committees.

The Company ensures that Independent Directors are well-
acquainted with its operations, roles, rights, and responsibilities,
as well as the industry in which the Company operates and other
pertinent aspects. Thus, familiarisation process conducted
through regular meetings, where Independent Directors were
briefed on the Company''s operations, market conditions,
governance, internal control processes, business strategies,
significant developments and new initiatives.

Also, the Company Secretary apprised to the Board on various
regulatory changes and its impact on the Company. Necessary
amendments are made based on guidance received by the
Directors. Apart from regulatory updates, the Board provides
its direction on certain measures, which were implemented
by the Company and outcome of the recommendations
submitted to the Board and its respective Committee.

FAMILIARISATION PROGRAMME

In compliance with the provisions of the Act and Regulation
25(7) of the Listing Regulations, the Company periodically
conducts comprehensive familiarisation programs for its
Independent Directors. These programs, facilitated through
regular meetings, are designed to enhance their understanding
of the Company''s business model, operational framework, and
industry landscape. Additionally, these initiatives aim to provide
deeper insights into the evolving regulatory environment
and the specific roles and responsibilities of Independent
Directors, thereby enabling them to contribute effectively to
the Company''s strategic decision-making and governance
processes.

Key Highlights of the Programme:

a. Industry-Centric Sessions: Independent Directors
are equipped with industry-specific insights through
dedicated programs, enabling them to better understand
the evolving business landscape. This empowers them to
contribute more effectively to strategic discussions and
fulfill their oversight responsibilities.

b. Business Overview and Strategy: Briefings on the
Company''s financial performance, operational strategies,
and market position.

c. Regulatory and Compliance Updates: Updates on
key legal, regulatory, and ESG developments affecting
the Company.

d. Risk Management & Internal Controls: Discussions on
risk assessment, mitigation strategies, and governance
mechanisms, including climate and ESG risks.

During the financial year 2024-25, the Independent Directors
participated in various familiarisation programs, totaling
approximately 7 hours and 25 minutes of training, ensuring
they remain well-informed and capable of making strategic
contributions to the Company. Details of these familiarisation
programs, including session topics, are available on the
Company''s website at: https://www.tciexpress.in/images/
pdf/384 FAMILARIZATION%20PROGRAM.pdf

BOARD''S COMMITTEES

To ensure adherence to best practices in corporate
governance and to effectively fulfill its responsibilities in
compliance with applicable laws, the Board has established
various Committees, including: (a) the Audit Committee, (b)
the Stakeholders'' Relationship Committee, (c) the Nomination
and Remuneration Committee, (d) the Corporate Social
Responsibility Committee, and (e) the Risk Management
Committee. Additionally, the Board forms various operational
Committees as needed.

Detailed information regarding each committee''s composition,
the number of meetings held during the financial year 2024¬
25, attendance records, powers, terms of reference, and
related matters is provided in the Corporate Governance
Report, which is an integral part of the Annual Report.

Meetings of Board including its Committee''s

The Board and Audit Committee converges at least quarterly
to review the Company''s performance, business strategies,
policies and quarterly/annual financial results, along with other
agenda items. Additionally, due to business needs, the Board
and/or its Committee occasionally approves proposals via
circulation between meetings, which are then formally noted in
the following meetings.

Throughout the reporting period, the Board and its
Committees adhered to the statutory mandates outlined in
the Act and Listing Regulations. During the reporting year,
four (4) meetings of the Board and eleven (11) meetings of
Board''s statutory Committees were held, details of which
are meticulously documented in the Corporate Governance
Report, underscore our commitment to transparent and
effective governance practices.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.

NOMINATION AND REMUNERATION POLICY

In accordance with the guidelines outlined in Section
134(3)(e) and 178(3) of the Act, along with the corresponding
Regulation 19 of the Listing Regulations, the Nomination and
Remuneration Committee of the Board has formulated a
Nomination & Remuneration Policy for the appointment
and determination of remuneration of the Directors, key
Managerial Personnel (''KMP''), Senior Management Personnel
(''SMP'') and other employees of Company. The Committee has
also developed the criteria for determining the qualifications,
positive attributes and independence of Directors and for
making payments to Executive and Non-Executive Directors
of the Company. The Committee takes into consideration
the best remuneration practices in the industry, while fixing
appropriate remuneration packages and for administering the
long-term incentive plans, such as employees stock Options,
pension and retirement benefits. The compensation package
is designed based on the set of principles enumerated in the
said Policy.

The Board of Directors affirms that the remuneration paid to
the Directors, KMP SMP and other employees is in accordance
with the Nomination and Remuneration Policy of the Company.
Key aspects of this Policy are outlined in the Corporate
Governance Report, included within Annual Report and also
available for reference on the Company''s website at https://
www.tciexpress.in/images/pdf/391 391 NOMINATION%20
and%20REMUNERATION%20POLICYpdf

EMPLOYEE STOCK OPTION PLAN

The Company has implemented an ''Employee Stock Option
Plan-2016'' (''ESOP-2016 Plan'' or ''Plan'') in the year 2016, with
the strategic objective of motivating, retaining, and attracting
talent through a performance-driven equity incentive
program. The Plan is designed to enhance Shareholder value,
cultivate a sense of ownership among employees, and provide
a compelling mechanism for wealth creation. The Nomination

and Remuneration Committee of Board, inter-alia, administers
and monitors the Plan.

There were no material changes in the aforesaid Plan during the
year and the same is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, and
amendments thereof (''ESOP Regulations''). However, the
Board of Directors at its meeting held on May 30, 2025 based
on the recommendations of the Nomination and Remuneration
Committee, proposes to amend the existing ESOP-2016
Plan, by revising the vesting and exercise periods of the
options granted/to be granted under the Plan. The proposed
amendment aims to enhance the flexibility and effectiveness
of the Plan in alignment with the long-term interests of the
Company and its employees.

The Shareholders are requested to refer to the Notice of the
AGM, which sets out the detailed rationale and terms of the
proposed amendments to the Plan, in accordance with the
ESOP Regulations.

The applicable disclosures relating to ESOP-2016 Plan, as
prescribed under the ESOP Regulations, pertaining to the
year ended March 31, 2025, is posted on the Company''s
website at https://www.tciexpress.in/annual-reports.

aspx?invid=2&key=c81e728d9d4c2f636f067f89cc14862c
and forms a part of this Report.

The certificate issued by the Secretarial Auditor of the
Company, to the effect that, the ESOP-2016 Plan is being
implemented in accordance with the ESOP Regulations and
the resolution passed by the Members, would be available for
inspection during the AGM.

No employee was issued stock Options during the year, equal
to or exceeding one percent (1%) of the issued capital of the
Company, at the time of grant. The equity shares issued under
ESOP-2016 Plan, rank pari passu with the existing equity shares
of the Company. The Company''s equity shares including
those allotted during the year are listed on the National Stock
Exchange of India Limited (''NSE'') and BSE Limited (''BSE'').

The voting rights attached to the shares that may be issued to
employees under the Plan shall be exercised by the employees
themselves. Accordingly, the disclosure requirements under
Section 67(3) of the Act are not applicable.

During the year, there were no instances of loans granted by
the Company to its employees for purchasing its shares. The
Company does not have any scheme or provision of money for
the purchase of its own shares by employees or by trustees for
the benefits of employees.

STATEMENT ON SHARE CAPITAL AND AMENDMENTS

During the period under review, there has been no change in
the authorised share capital of the Company and stood as on

March 31, 2025 at '' 10,00,00,000, comprised of 5,00,00,000
equity shares of '' 2.00 each.

During the financial year 2024-25, the Company issued and
allotted an aggregate of 37535 equity shares as part of its
ongoing equity issuance program. The allotments were made
as under:

1. 22,335 equity shares on July 10, 2024;

2. 15,200 equity shares on August 30, 2024;

Pursuant to the aforementioned allotments, the issued
and paid-up share capital of the Company increased
to '' 76,760,040, as of March 31, 2025, comprising 3,83,80,020
equity shares of '' 2.00 each. The detailed disclosure pertaining
to the above allotments is provided in Annexure-IV to this
Report.

Fund Raising

During the period under review, the Company has not raised
funds through preferential allotment or qualified institutions
placement. Further, neither it has issued shares with differential
voting rights nor granted any sweat equity for the reporting
period.

DISTRIBUTION OF PROFITS AND RETURN TO
SHAREHOLDERS

The Board of Directors are pleased to recommend for your
approval a final dividend of '' 2.00 per equity share (100%)
of face value of '' 2.00 each, in addition to an overall Interim
Dividend of '' 6.00 per equity share (300%). The total dividend
for the FY 2024-25 amounts to '' 8.00 per equity share and
would involve a total cash outflow of '' 30.69 Crores, resulting
in a dividend payout of 35.76% of the consolidated profits of
the Company. The dividend pay-out has been determined and
affirmed in accordance with the Dividend Distribution Policy of
the Company.

The Company has adopted the Dividend Distribution Policy to
determine the distribution of dividends in accordance with the
provisions of applicable laws and has been uploaded on the
website at https://www.tciexpress.in/corporate-governance-
policy?invid=10&key=d3d9446802a44259755d38e6d16
3e820

Final dividend, if approved at the ensuing annual general
meeting, shall be paid to the eligible members within the
stipulated time period, to those Members, whose names
appear in the Company''s register of members and beneficial
owners as per the details to be furnished by National Securities
Depository Limited (''NSDL'') and Central Depository Services
(India) Limited (''CDSL'') on the record date.

In accordance with provisions made under the Income Tax Act,
1961, read with the provisions of Finance Act, 2020, dividend

declared and paid by the Company is taxable in the hands of
its Members and the Company is required to deduct tax at
source (''TDS'') at pertinent rates. A detailed email outlining the
process for submitting documents/declarations, along with the
required formats, will be sent to the registered email addresses
of all Members, whose email details are registered with the
Company.

Amount to be carried to Reserves

During the financial year 2024-25, an amount of '' 60.00
Crores was transferred from retained earnings to the General
Reserve.

INVESTOR EDUCATION AND PROTECTION FUND-
TRANSFER OF UNCLAIMED DIVIDENDS

In compliance with the provisions of Section 124(5) and
Section 125 of the Act, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended from time to time (''IEPF
Rules''), the Company has duly transferred the unclaimed and
unpaid final dividend for the financial year 2016-17 along with
the first and second interim dividends for the financial year
2017-18, aggregating to '' 21,25,437 to the credit of the Investor
Education and Protection Fund (''IEPF'') Authority, maintained
by the Government of India. The dividend pertaining to
the equity shares transferred to demat account of the IEPF
Authority amounting to '' 39,88,463 (after deduction of tax)
was also transferred to the IEPF Authority. Accordingly, the
total amount of dividend transferred by the Company to IEPF
Authority during the financial year was '' 61,13,900.

Further, in accordance with Rule 6 of the IEPF Rules, a total
of 39,561 equity shares, in respect of which the dividend had
remained unclaimed or unpaid for a continuous period of
seven (7) consecutive years, relating to the aforementioned
financial year, have been duly transferred to the demat account
of the IEPF Authority.

The Company proactively issues individual reminders to
Shareholders whose dividends remain unclaimed, well in
advance of the proposed transfer to the IEPF in line with the Rule
6 of the IEPF Rules and Company''s established governance
practices. These communications urge shareholders to claim
their unpaid dividends before the due date and to update their
KYC details to facilitate real-time credit of future entitlements.

The statement of unclaimed and unpaid dividend amounts,
as required under Rule 5(8) of the IEPF Rules, has been
duly uploaded on the Company''s website at the following
link: https:/''www.tciexpress.in/unpaid-dividend?invid=18&key=
6f4922f45568161a8cdf4ad2299f6d23. The same information
has also been filed with and made available on the website of
the Ministry of Corporate Affairs (''MCA''). The Shareholders are
advised to visit the MCA website or the Company''s website to

check the status of any unpaid or unclaimed dividend amounts,
along with details of their shareholding in the Company.

Members whose dividends or shares have been transferred
to the IEPF may claim the same by submitting an online
application in Form IEPF-5, along with the requisite documents,
as prescribed by the IEPF Authority. Detailed procedures
and guidelines for making such claims are available on the
Company''s website at https://www.tciexpress.in/investor-faq
and on the official website of the IEPF Authority at https://
www.iepf.gov.in/IEPF/refund.html.

Nodal Officer and Share Transfer Agent

In accordance with the IEPF Rules, the Board of Directors of the
Company have appointed Ms. Priyanka, Company Secretary as
the Nodal Officer for liaising with the IEPF Authority, ensuring
compliance with IEPF provisions, and overseeing the timely
transfer of unclaimed dividends and shares to the IEPF

KFin Technologies Limited continues to act as the Registrar
and Share Transfer Agent (''RTA'') of the Company and is
responsible for handling all investor-related services, including
matters pertaining to the IEPF

AUDITORS

Statutory Auditors and their Report

The Members of the Company, at the 12^th AGM, had approved
the re-appointment of M/s. R.S. Agarwala & Co., Chartered
Accountants (Firm Registration No. 304045E), as the
Statutory Auditors of the Company for a second term of five
consecutive years, commencing from the conclusion of the
said AGM and continuing until the conclusion of 17^th AGM.

In accordance with the provisions of Section 139 of the Act
and the applicable rules made thereunder, M/s. R.S. Agarwala
& Co. will complete their second and final consecutive term
as Statutory Auditors at the conclusion of the ensuing AGM.
The Board places on record its sincere appreciation for the
professional services rendered by the firm during their tenure.

In view of the retirement of the existing Statutory Auditors, upon
completion of their tenure, and based on the recommendation
of the Audit Committee, the Board of Directors, at its meeting
held on May 30, 2025, has approved the proposalfor
appointment of M/s. Brahmayya & Co., Chartered Accountants
(Firm Registration No. 000511S), as the Statutory Auditors of
the Company for a first term of five (5) consecutive years,
subject to approval of the shareholders at the ensuing Annual
General Meeting.

Accordingly, the proposal for appointment of M/s. Brahmayya
& Co. as Statutory Auditors of the Company forms part of
the Notice of Annual General Meeting for approval of the
Members.

The Company has received the written consent from M/s.
Brahmayya & Co. along with a certificate confirming that they
satisfy the eligibility criteria prescribed under Section 141 of
the Act, and that their proposed appointment would be in
compliance with the applicable provisions of the said Act and
the rules framed thereunder.

M/s. R.S. Agarwala & Co., existing Statutory Auditors of the
Company, have audited the Financial Statements for the
financial year ended March 31, 2025, and have issued an
unmodified opinion thereon. The Audit Report does not
contain any qualification, reservation, adverse remark, or
disclaimer that requires any explanation or comment by the
Board of Directors. Disclosure of the statutory audit fee paid to
the Statutory Auditors for all services rendered during the year
is provided in the Notes to the Financial Statements, which are
an integral part of the Annual Report.

Details in respect of frauds reported by Auditors

During the year under review, no instances of fraud committed
against the Company, by its officers or employees were
reported by the Statutory Auditors and Secretarial Auditors,
under Section 143(12) of the Act, to the Audit Committee or
the Board of Directors of the Company.

Secretarial Auditors and their Report

Pursuant to the provisions of Section 204(1) of the Act, read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and the Listing Regulations,
the Company, with the approval of its Board of Directors,
appointed M/s. Vinod Kothari & Company, Practicing Company
Secretaries (Unique Code-P1996WB042300) to conduct the
Secretarial Audit of the Company for the FY 2024-25.

The Secretarial Audit Report for the FY 2024-25 confirms
that the Company has complied with the provisions of the
applicable laws and does not contain any observation or
qualification, requiring explanation or comments from the
Board, under Section 134(3) of the Act. The Secretarial Audit
Report issued by Secretarial Auditors is enclosed as Annexure
-V and forms a part of this Report.

In accordance with Section 204 and other applicable
provisions, if any, of the Act, read with Rule 9 of the Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014, (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force),
Regulation 24A of the Listing Regulations, and based on the
recommendation of the Audit Committee, it is proposed to
appoint M/s. PI & Associates, Practicing Company Secretaries,
having Firm Registration Number P2014UP035400, and Peer
Review Certificate No. 1498/2021, as the Secretarial Auditor of
the Company for a period of five (5) years, commencing on
April 01, 2025, until March 31, 2030, to conduct a Secretarial

Audit of the Company and to furnish the Secretarial Audit
Report.

M/s. PI & Associates has provided its consent to act as the
Secretarial Auditors of the Company and has confirmed that
the proposed appointment, if approved, will be in accordance
with the applicable provisions of the Act and the Listing
Regulations. Accordingly, approval of the Shareholders is being
sought for the appointment of M/s. PI & Associates, as the
Secretarial Auditors of the Company. The requisite disclosures
pertaining to the proposed appointment are included in the
Notice of the Annual General Meeting, which forms part of the
Annual Report.

Annual Secretarial Compliance Report

In accordance with the provisions of applicable laws, the
Company has undertaken an audit of its secretarial records
and compliance practices for the financial year ended March
31, 2025. This audit was conducted to verify adherence to the
applicable regulations, circulars, and guidelines issued under
the SEBI Act.

The AnnualSecretarialCompliance Report, issued by a
Practicing Company Secretary, has been submitted to the
Stock Exchanges within the prescribed timeline of sixty (60)
days from the end of the financial year, as required under the
Listing Regulations.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and Rule
13 of the Companies (Accounts) Rules, 2014, the Company
has appointed Mr. Krishan PalGarg, a qualified Chartered
Accountant and a full-time employee of the Company, as the
Internal Auditor.

The Internal Auditor is responsible for evaluating the
effectiveness of internal controls, risk management practices,
and governance processes within the Company. In discharge
of his duties, Mr. Garg conducts comprehensive internal audits
across various operational and financial functions on a quarterly
basis. The scope of these audits is determined in consultation
with the Audit Committee and is aligned with the evolving
business requirements and risk landscape.

The Internal Auditor places before the Audit Committee, at
each of its quarterly meetings, a detailed Internal Audit Report
comprising key audit observations, control gaps (if any), and
corresponding action taken reports. Where required, he
also outlines mitigation plans to address any potential risks
or areas of improvement. In addition to written reports, Mr.
Garg regularly makes presentations to the Audit Committee,
providing insights into the effectiveness and adequacy of the
Company''s internal financial controls, audit findings and risk
mitigation mechanisms.

The Audit Committee thoroughly reviews all findings, deliberates
on the observations, and monitors the implementation of
corrective actions. All discussions, feedback, and directives
from the Audit Committee are diligently recorded and tracked
for follow-up in subsequent meetings. This structured and
cyclical approach ensures that the internal control systems
remain robust, responsive, and aligned with best practices in
corporate governance.

Based on the audits conducted during the year under review,
and the reports submitted by the Internal Auditor, there were
no adverse remarks, qualifications, or material discrepancies
observed in relation to the Company''s financialrecords or
operations. The internal audit function continues to serve as a
vital mechanism in strengthening the Company''s governance
and compliance framework.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has instituted an effective internal control system
framework encompassing comprehensive standard operating
procedures (''SOP''s), policies, processes, and operational
manuals. The system ensures the orderly and efficient conduct
of business, including adherence to the Company''s policies,
safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of accounting records,
and the timely preparation of reliable financial information.

The internal audit function, headed by Mr. Krishan Pal Garg,
provides independent and objective assurance on the
adequacy and effectiveness of the Company''s internal control
environment. In addition to oversight by the Internal Auditor,
functional and departmental heads bear the responsibility
for the effective implementation and continuous monitoring
of compliance with allapplicable laws, rules, regulations,
and internal policies applicable to their respective areas of
operation.

The Company has also implemented a well-defined system
of internalfinancialcontrols (''IFC'') with reference to the
financial statements. These controls are designed to ensure
the accuracy and completeness of accounting records, the
reliability of financial disclosures, prevention and detection of
frauds and errors, and timely preparation of financial statements
in accordance with applicable accounting standards.

The Audit Committee of the Board plays a pivotal role in
overseeing the internal controls and risk management systems
of the Company. It periodically reviews and evaluates internal
audit reports and finding (if any) thereon, audit plans, and risk
assessment outcomes to ensure continuous enhancement
and strengthening of the control framework. Observations and
recommendations from internal audits are reviewed in Audit
Committee meetings, and appropriate corrective actions are

initiated. Mr. Garg actively participates in Audit Committee
meetings, presenting his findings and assessments, particularly
on the internalcontrols over financialreporting. The
Committee also monitors the implementation status of audit
recommendations and ensures appropriate follow-up actions
are taken.

Detailed disclosures pertaining to the adequacy and operating
effectiveness of the Company''s internal control systems and
risk management framework are provided in the MDA section
of this Annual Report.

RISK MANAGEMENT

Risk management is a critical pillar of our corporate governance
and operational framework at TCI Express. As a leading player
in the Indian express logistics sector with a growing footprint
in international markets, the Company operates in a dynamic
and evolving business environment. To effectively address
the uncertainties inherent in such an environment, we have
embedded a robust and comprehensive risk management
framework across all levels and functions of the organisation.

Our Risk Management Policy has been formulated in
accordance with industry best practices and regulatory
requirements, including Regulation 21 of the Listing Regulations.
The Policy outlines the process for systematic identification,
assessment, monitoring, and mitigation of risks. Its principal
objective is to proactively manage changes in both the internal
and external business environment, minimize adverse impacts,
and seize potential opportunities, thereby ensuring business
continuity and long-term value creation.

The Company has instituted a structured matrix on risk
evaluation, employing a structured risk matrix that assesses
risks according to their likelihood and potential impact. These
risks are systematically categorised across a defined risk scale-
low, medium, and high,thereby facilitating a clear prioritisation
process. This framework serves as a strategic and operational
cornerstone, guiding the formulation and implementation of
targeted risk mitigation strategies.

In line with regulatory requirements, the Risk Management
Committee of the Board has been constituted to oversee the
enterprise-wide risk management framework. The Committee
periodically reviews the Company''s risk management policies,
procedures, and standard operating protocols (''SOPs''). It
provides strategic guidance and recommendations aimed
at strengthening risk controls, mitigating vulnerabilities, and
ensuring the Company''s resilience against emerging and
evolving risks.

Furthermore, the Audit Committee of the Board plays an
integralrole within the broader risk governance framework.
Through close collaboration with the Risk Management
Committee, the Audit Committee contributes to a

comprehensive and coordinated approach to risk
identification, evaluation, and mitigation. This synergy ensures
that risk management efforts are aligned with the Company''s
overallstrategic objectives and governance standards,
thereby promoting robust internal controls and safeguarding
stakeholder interests.

A dedicated section detailing the key business risks faced by
the Company, along with the corresponding mitigation
measures and internal control mechanisms, has been
incorporated within the MDA section.

COST RECORD

The provisions for maintenance of cost records and
requirement of cost audit as prescribed under the provisions
of Section 148(1) of the Act, are not applicable for the business
activities being carried out by the Company.

PUBLIC DEPOSITS

During the current review period and previous years, your
Company has not accepted any public deposits in accordance
with Section 73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014. Consequently, there are no unpaid or
unclaimed deposits as of March 31, 2025.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The particulars of loans, guarantees and investments, based on
applicability under Section 186 of the Act, have been disclosed
in the Notes forming part of the Financial Statements.

RELATED PARTY TRANSACTIONS

The Company has adopted a Policy on the Materiality of
Related Party Transactions (''RPT''s), detailing procedures
for dealing with RPTs, which has been duly approved by the
Board of Directors and is accessible on the Company''s official
website at https://www.tciexpress.in/corporate-governance-
policy?invid=10&key=d3d9446802a44259755d38e6d16
3e820. The Policy is reviewed by the Audit Committee and the
Board of Directors at least once every two (2) years, or earlier
if necessitated due to any amendments in the governing laws.
The Policy outlines the framework for identifying, reviewing,
approving, and reporting RPTs, with the objective of ensuring
that such transactions are executed in the best interests of the
Company and its stakeholders.

In alignment with the internal governance structure and in
accordance with the provisions of the aforementioned Policy,
all RPTs undertaken during the financial year were executed
with prior approval of the Audit Committee and the Board. Prior
omnibus approval was obtained for RPTs that are recurring in
nature or are anticipated, as well as for unforeseen transactions
in the ordinary course of business, subject to compliance with

threshold limits and terms as prescribed under the Act and the
Listing Regulations. The Company submits a detailed report of
all RPTs on a quarterly basis to the Audit Committee and the
Board, accompanied by certification from the Internal Auditor,
confirming compliance with internalpolicies and statutory
requirements.

During the financial year under review, all RPTs executed by
the Company were conducted on an arm''s length basis and in
the ordinary course of business. These transactions have been
appropriately disclosed in compliance with Ind AS-24, within
the Notes to the Financial Statements.

Apart from the transactions disclosed as above, no other
RPTs were entered into with Promoters, members of the
Promoter Group, Directors, KMP SMP of the Company, or
with its Subsidiary. Furthermore, there were no transactions,
either directly or indirectly involving any third party, that could
potentially give rise to a conflict of interest affecting the
broader interests of the Company.

Any interest held by Directors is transparently disclosed
during meetings of the Board and the Audit Committee.
Directors with a potential or actual conflict of interest abstain
from deliberations and voting in relation to such transactions,
thereby upholding the principles of fairness and accountability
in the Company''s decision-making processes.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO

The information on energy conservation and technology
absorption, as required under Section 134(3)(m) of the Act,
read with Rule 8 of the Companies (Accounts) Rules, 2014,
is provided as Annexure -VI. A detailed overview of these
disclosures is also included in the MDA and BRSR, which form
an integral part of the Annual Report.

Information relating to foreign exchange earnings and outgo
is comprehensively disclosed in the Corporate Governance
Report and detailed further in the Notes to the Standalone
Financial Statements, forming an integral part of the Annual
Report.

SIGNIFICANT ORDERS ISSUED, IF ANY

There are no significant and material orders passed against
the Company by the regulators or courts or tribunals, during
the year ended March 31, 2025, which would impact the going
concern status of the Company and its future operations.

PROCEEDING OR SETTLEMENT UNDER INSOLVENCY
AND BANKRUPTCY CODE

During the reporting period, the Company was not subject to
any proceedings under the Insolvency and Bankruptcy Code,

2016, nor were there any such proceedings pending as of the
year-end.

ONE TIME SETTLEMENT AND VALUATION

During the year under review, the Company was not required to
undertake any valuation or one-time settlement, as prescribed
under Section 134 of the Act, read with Rule 8(5) of the
Companies (Accounts) Rules, 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, and
based on the framework of internalfinancialcontrols and
compliance systems established by the Company, along with
the reviews conducted by the management and oversight of
the Audit Committee and the Board, the Directors, to the best
of their knowledge and belief, hereby state that:

1. That in the preparation of the annual Financial Statements
for the financialyear ended March 31, 2025, allthe
applicable Accounting Standards have been followed and
there were no material departures therefrom;

2. That such accounting policies have been selected and
applied consistently, and judgment & estimates have been
made that are reasonable and prudent to give a true and
fair view of the state of affairs of the Company as at March
31, 2025 and of the profit and loss of the Company for the
financial year ended on that date;

3. That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Act, for safeguarding the assets
of the Company and for preventing and detecting fraud
and other irregularities, if any;

4. That the annual Financial Statements have been prepared
under the going concern assumption;

5. That proper internal financial controls are in place and
that the financial controls are adequate and are operating
effectively;

6. That proper system has devised to ensure compliance with
the provisions of all applicable laws and that such systems
are adequate and operating effectively.

APPRECIATION

The financial year under review presented unprecedented
challenges, while this period tested our resilience, it also
offered valuable lessons and an opportunity to reassess,
realign, and reinforce our strategic focus. As we look ahead,
we are confident of navigating emerging opportunities and
challenges while enhancing stakeholder value. Together, with
continued collaboration and shared purpose, we look forward
to scaling greater heights and delivering excellence in all facets
of our business.

We extend our sincere gratitude to allour stakeholders,
including our shareholders, customers, employees, partners,
and regulatory authorities, for their continuous support, trust,
and commitment during this period. Your belief in our vision
and continued engagement has been the cornerstone of our
ability to navigate challenges with agility and responsibility.

Together, we shall continue to build on our legacy and strive for
a future defined by progress, resilience, and shared success.

For and on behalf of the Board
TCI Express Limited

D P Agarwal

Place: Gurugram Chairperson

Date: May 30, 2025 (DIN: 00084105)

---

Mar 31, 2024

We are pleased to present our Board report, highlighting the progress and achievements of our organization. Our continued focus on sustainable growth and responsible investment has been instrumental in driving our success.

We remain dedicated to creating long-term value for our shareholders while contributing positively to sociey and the environment.

Respected Members and Shareholders of TCI Express Limited,

It is with great pleasure that we present 16^th Annual Board''s Report of TCI Express Limited (‘the Company'' or ‘your Company'') for the financial year ended March 31, 2024 (‘year under review'' or ‘fiscal year'' or ‘year'' or ‘FY 2023-24''), prepared in accordance with the applicable provisions of the Companies Act, 2013, (‘the Act''), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'') and other statutory provisions, applicable in this behalf.

Pursuant to Section 134(3)(a) of the Act, the Annual Report and Return in the prescribed format, referred in Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the Company''s website at https://www.tciexpress.in/financial-reports.aspx

Read together with Board''s and Annual Report, you will find comprehensive insights into our operational performance, financial health, corporate governance practices and our efforts towards fostering environmental and social responsibility. As we reflect on the past year''s accomplishments and setbacks, we also look forward with optimism and determination. The coming year presents both challenges and opportunities and we are well-positioned to capitalize on emerging trends, leverage technological advancements and deliver value to our stakeholders.

OPERATING FINANCIAL PERFORMANCE AND DEVELOPMENTS

Below is the summarization of the audited financial performance of the Company, both on a standalone basis and consolidated, for the fiscal year ended March 31,2024, as well as the preceding year.

(Rs. in Crores)
Particulars	Standalone basis		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	1260.97	1248.18	1260.97	1248.18
Profit before Interest, Depreciation, Taxation & Exceptional Item	194.39	201.65	194.37	201.65
Less: Interest (Net)	1.47	1.81	1.47	1.81
Less: Depreciation (Net)	18.95	15.31	18.95	15.31
Less: Exceptional Item	-	-	-	-
Profit/ (Loss) before Tax (PBT)	173.97	184.53	173.95	184.53
Less: Tax Expenses	42.28	45.25	42.28	45.25
Profit/(Loss) after Tax (PAT)	131.69	139.28	131.67	139.28

The Financial Statements of the Company for the FY 2023-24, have been prepared in accordance with the Indian Accounting Standards (‘Ind AS'') notified under Section 133 of the Act, the Companies (Indian Accounting Standards) Rules, 2015 and recognised accounting practices, to the extent applicable. Accordingly, the Financial Statements for current year, including comparative figures of previous year are based on Ind AS and in accordance with the recognition and measurement principles stated therein.

There have been no material changes and commitments which affects the financial position of the Company, occurred between the end of financial year and the date of this report. There was no change in nature of business of the Company. Further, there was no revision of the Financial Statements for the year under review.

Operational and Financial Highlights

The operational and financial performance as well as key business developments of the Company are exhaustively discussed in the ‘Management Discussion and Analysis'' section, which forms a part of Annual Report.

DIVIDEND AND RETURN APPROPRIATION

The Company''s unwavering commitment to Shareholder value is evident through its consistent dividend payments, since its foundation, in line with its approved Dividend Distribution Policy, formulated in accordance with Regulation 43A of the Listing Regulations, which is accessible under ‘Policies and Codes'' section in the Investor Relations tab available on Company''s website www.tciexpress.in.

In alignment with the principle of redistributing free cash flow to Shareholders, the Board of Directors (‘Board'' or ‘Directors'') have declared two interim dividends aggregating of '' 6.00 per equity share on face value of '' 2.00 each. The Directors have also recommended a final dividend of '' 2.00 per equity share on face value of '' 2.00 each, for the FY ended March 31, 2024, subject to approval of the Shareholders at the Annual General Meeting (‘AGM'').

The total dividend for the FY 2023-24 amounts to '' 8.00 per equity share and would involve a total cash outflow of '' 30.67 Crore, resulting in a dividend payout of 23.29% of the standalone profits of the Company. The dividend pay-out has been determined and affirmed in accordance with the Dividend Distribution Policy of the Company.

The dividend will be paid to those Members, whose names appear in the Company''s register of members and beneficial owners as per the details to be furnished by National Securities Depository Limited (‘NSDL'') and Central Depository Services (India) Limited (‘CDSL'') on the record date and shall be paid within the period of 30 days from the date of declaration at the AGM.

In accordance with provisions made under the Income Tax Act, 1961, read with the provisions of Finance Act, 2020, dividend declared and paid by the Company is taxable in the hands of its Members and the Company is required to deduct tax at source (‘TDS'') at pertinent rates. A detailed email outlining the process for submitting documents/declarations, along with the required formats, will be sent to the registered email addresses of all Members, whose email details are registered with the Company.

Amount to be carried to Reserves

In the fiscal year 2023-24, an allocation of '' 90 Crores was made from retained earnings to the general reserve.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act, read in conjunction with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules''), any dividend(s) or proceed(s) from the sale of fractional shares related to the Company, which remain unpaid or unclaimed for seven years from their due date, are subject to transfer to the Investor Education and Protection Fund (‘IEPF''). Further, all the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more, shall also be transferred to the demat account of the IEPF Authority, established by the Central Government.

This year marks the first instance of the provision for transferring of unclaimed entitlement to IEPF becoming applicable to the Company, accordingly the Company has sent out individual notices and placed advertisements in newspapers, urging Shareholders to claim their entitlement.

In the FY 2023-24, the Company transferred dividend entitlement amounting to '' 5,88,355.00 to the IEPF, along with 5,08,495 equity shares pertaining to interim dividend declared in FY 2016-17. Additionally, in the same year, unclaimed proceeds totaling '' 4,66,403.28 was transferred to the IEPF Authority.

The information regarding unclaimed proceeds arising out of issue and allotment of equity shares, allotted pursuant to scheme of demerger in the year 2016, dividends and Shareholders, whose shares are subject to transfer to the IEPF Authority is posted on the Company''s website, details of which are accessible at https://www.tciexpress.in/unpaid-dividend. aspx?invid=18&key=6f4922f45568161a8cdf4ad2299f6d23

The Members are requested to note that no claims shall lie against the Company in respect of the dividend/shares transferred to IEPF. The Members, who have a claim on above proceeds or dividends and/or shares are requested to follow the below process:

1. Please provide copies of the documents listed in the form I EPF-5, along with its accompanying help kit, available on the IEPF website (www.iepf.gov.in), duly attested, to the Company or Registrar and Transfer Agent;

2. After verification of the aforesaid documents submitted, the Company will issue an entitlement letter;

3. File and submit to the Company, form IEPF-5 through the IEPF website and forward self-attested copies of the form along with the acknowledgment in the form of SRN, an indemnity bond and an entitlement letter;

4. On receipt of the physical documents mentioned above, the Company will submit e-verification report, for further processing by the IEPF Authority.

Further entitlement of unclaimed dividend alongwith their due date for transfer to IEPF is provided in the Corporate Governance Report, forming part of Annual Report, the Shareholders are accordingly requested to apply for their entitlement, before it is transferred to the IEPF.

NODAL OFFICER AND SHARE TRANSFER AGENT

The Board of Directors of the Company have appointed Ms. Priyanka, Company Secretary as the Nodal Officer under the provisions of IEPF Rules.

KFin Technologies Limited serves as the Registrar and Share Transfer Agent (‘RTA'') for the Company, handling requests related to IEPF and other Shareholder inquiries.

EMPLOYEE STOCK OPTION PLAN AND SHARE CAPITAL

The Company has implemented an equity-settled ‘Employee Stock Option Plan-2016'' (‘ESOP-2016 Plan'' or ‘Plan''), which was passed by the Shareholders at their AGM held on November 04, 2016. The objectives of the Plan are to reward the employees for their association with the Company, their performance as well as to retain and attract them, through a performance-based stock option program. The Company views it as an instrument that would enable the employees to get a share in the value, they create for the Company.

During the year under review, the Company has issued and allotted 30,835 equity shares (12,435 on July 14, 2023, 11,400 on August 31,2023 and 7,000 on March 11,2024), complete details of which are set out in the Annexure-I to this report. Pursuant to the above allotment, the issued and paid-up share capital of the Company increased to and stood as on March 31, 2024 at '' 76,684,970, divided into 3,83,42,485 equity shares of ''2.00 each.

As per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [‘SEBI (SBEB & SE) Regulations 2021''], details of the plan is available on the website of the Company at https://www.tciexpress.in/annual-reports. aspx?invid=2&key=c81e728d9d4c2f636f067f89cc14862c and also forms part of this Report. Further, relevant disclosures in terms of Ind AS including guidance note on accounting for employee share-based payments issued along with diluted earnings per share (‘EPS'') on issue of shares, are provided in the notes to the Financial Statements and forms a part of Annual Report.

No employee was issued stock Options during the year, equal to or exceeding one percent (1%) of the issued capital of the Company, at the time of grant. The equity shares issued under ESOP-2016 rank pari passu with the existing equity shares of the Company. The Company''s equity shares including those allotted during the year are listed on the National Stock Exchange of India Limited (‘NSE'') and BSE Limited (‘BSE'').

There have been no material changes made to ESOP-2016 Plan and has been implemented in due compliance with the SEBI (SBEB & SE) Regulations 2021. The certificate issued by the Secretarial Auditor of the Company, to the effect that, the ESOP-2016 Plan has been implemented in accordance with the said Regulations and the resolution passed originally by the Members, will be made available for inspection at this AGM.

During the period under review, the Company has not raised funds through preferential allotment or qualified institutions placement. Further, neither it has issued shares with differential voting rights nor granted any sweat equity for the reporting period. No disclosure was required under Section 67 of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company, as the provisions of the said Section are not applicable.

During the year, there were no instances of loans granted by the Company to its employees for purchasing its shares. The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees.

Authorized capital

During the period under review, there has been no change in the authorized share capital of the Company and stood as on March 31,2024 at '' 10,00,00,000, comprised of 5,00,00,000 equity shares of '' 2.00 each.

SUBSIDIARY, HOLDING, JOINT VENTURE AND ASSOCIATE COMPANIES

During the FY 2022-23, the Company has established a wholly owned subsidiary (‘Wos'') in the name and style as ‘TCI Express Pte. Ltd''. In accordance with the provisions of Section 129 of the Act read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Wos is provided under Annexure-II of this report.

As of the end of the fiscal year, the Company does not have any affiliated or jointly operated entities.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors and Committees

The Board''s effectiveness stems from its diverse mix of skills, genders and experiences among its members. Presently, the Board comprises individuals possessing the necessary qualifications and corporate management backgrounds, who actively contribute to the Company’s endeavors.

Adhering to the Act and the Listing Regulations, the Company upholds a well-rounded and proficient Board structure, encompassing Executive, Non-Executive and Independent Directors, each offering diverse expertise pertinent to the Company''s operations. There were no alterations to the Board''s composition throughout the year.

The Company has established Board Committees in compliance with the requirements of the Act, the Listing Regulations and relevant provisions of applicable statutes. These Committees include the Audit Committee, Risk Management Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee and Share Transfer Committee.

The Annual Report contains comprehensive information

regarding the composition, powers, functions and meetings of the Board and its Committees throughout the year, which can be found in the Report on Corporate Governance section.

Key and Senior Personnel Management

During the financial year 2023-24, there were no changes in the composition of the Key Managerial Personnel (‘KMP''). However, following the FY''s conclusion, two (2) new KMPs were appointed, and there was a change in the designation of Mr. Pabitra Mohan Panda, an existing KMP. Additionally, new Senior Managerial Personnel (‘SMP'') were appointed, and there were changes in the designations of some SMPs, as outlined in the table below. As of the reporting date, the current executives (except Sr. No 13 and 14) serving as KMPs and SMPs of the Company are as follows:

Sr. No	Name	Designation	Category	Nature of Change
1.	Mr. Chander Agarwal	Managing Director	K/SMP	-
2.	Mr. Mukti Lal	Chief Financial Officer	K/SMP	-
3.	Mr. Hemant Srivastava	Chief Operating Officer-Surface Express	K/SMP	Appointment & change in designation
4.	Mr. Ashok Pandey	Chief Operating Officer-Multimodal Express	K/SMP	Appointment as KMP
5.	Mr. Pabitra Mohan Panda	Sr. Chief Sales & Marketing Officer	K/SMP	Change in designation
6.	Ms. Priyanka	Company Secretary	K/SMP	-
7.	Mr. Vikas Sharma	Head-Information Technology	SMP	-
8.	Mr. Piush Chachan	VP-Head of E-Com	SMP	Appointment & change in designation
9.	Mr. Girija Sankar Das	AVP-Regional Express Manager	SMP	Appointment & change in designation
10.	Mr. Sunil Kumar Rai	AVP-Regional Express Manager	SMP	Appointment as SMP
11.	Mr. Krishan Pal Garg	Internal Auditor	SMP	-
12.	Mr. Subimal Mukherjee	Head-Human Resource	SMP	Appointment as SMP
13.	Mr. Anand Kumar Jha	Head- Human Resource	SMP	Resignation
14.	Mr. Noratmal Sarva	SVP-Sundry	SMP	Retirement

Director liable to Retire by Rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Phool Chand Sharma (DIN: 01620437), Non-Executive Director of the Company, is liable to retire by rotation at this AGM and being eligible, has offered himself for re-appointment. The Board recommends his reappointment. The resolution seeking approval of the Members for his re-appointment, forms part of AGM Notice.

The Notice of AGM and Corporate Governance Report includes a concise overview of Mr. Phool Chand''s profile, along with his additional Directorships and Committee roles. This information is being shared with Shareholders in compliance with the Act, Listing Regulations and the Secretarial Standard issued by the Institute of Company Secretaries of India (‘ICSI'') on General Meetings.

Declarations by Independent Directors

The Company has received affirmations from all Independent Directors as required by Section 149(7) of the Act and Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, in conjunction with the Listing Regulations. They have confirmed their adherence to the independence criteria outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Furthermore, they have stated that

they are unaware of any circumstances that could impede their ability to fulfill their duties objectively and independently, free from external influence. The terms and conditions of their appointment adhere to Schedule IV of the Act.

The affirmations aforementioned were presented before the Board and upon assessment, the Board finds no alteration in the circumstances that might impact the status of the individuals as Independent Directors of the Company. The Board is content with the integrity, competence and experience, including proficiency as outlined in Section 150(1) of the Act and relevant rules, of all Independent Directors serving on the Board.

As of the report date, none of the Directors are disqualified, according to Section 164 of the Act, from being appointed as a Director. A certificate verifying this, signed by the Practicing Company Secretary, is attached to the Corporate Governance Report, which forms an integral part of Annual Report.

Registration in Databank and Proficiency Test

All Independent Directors have been duly registered and are active members of the Independent Directors Databank, as per the provisions outlined in Section 150 of the Act and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In accordance with the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have been granted exemption from online proficiency self-assessment test by the Indian Institute of Corporate Affairs. This exemption is based on their fulfillment of the conditions required to seek exemption from appearing for the said test.

PERFORMANCE EVALUATION AND FAMILIARIZATION PROGRAMME

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board in consultation with its Nomination & Remuneration Committee, has formulated an evaluation framework in alignment with rules, regulations issued under the Act, Listing Regulations and the guidance note issued by the SEBI and ICSI.

The Performance of the Board was evaluated by the Independent Directors on the parameters such as its diversity, experience, industry knowledge, competencies, process of appointment and succession planning, meetings, availability of quality information in timely manner, governance structure, participation on strategic decisions and major plans of action. The Board Committees were evaluated on the parameters such as, appropriateness of Committee composition, independence and contribution of the Committee, meaningful participation etc.

The Directors were also evaluated individually by all the other Directors excluding Director being evaluated on the parameters such as his/her attendance and participations at the meetings, independent views and judgment on agenda items, contribution towards Company''s growth, strategic planning, application of professional skills and experience for decision making etc. Independent Directors were additionally evaluated for their performance and fulfilment of criteria of independence and non-influence from the Management.

In accordance with Section 149(8) read with Schedule IV of the Act and Regulation 25(4) of Listing Regulations, a separate meeting of the Independent Directors was held on May 26, 2023, without the attendance of Non-Independent Directors and members of the Management of the Company. The Independent Directors after attending familiarization programme, evaluated the performance of Non-Independent Directors including Chairperson, various Committees of the Board and the Board as a whole, respectively. The Independent Directors also reviewed the quality, content and timeliness of the flow of information from the Management to the Board and its Committees, which is necessary to perform reasonably and discharge their duties. All the Independent Directors of the Company associated with Company on that date were present in the said meeting.

A report on evaluation was presented to the Nomination & Remuneration Committee and the Board, where both the Committee and the Board were satisfied with the evaluation process, which reflected the overall engagement of the Board and its Committees with the Company. The Directors

of the Company also expressed their satisfaction towards the process followed by the Company for evaluating the performance of the Directors, Board as a whole including Chairperson and its Committees.

The Company ensures that Independent Directors are well-acquainted with its operations, roles, rights, and responsibilities, as well as the industry in which the Company operates and other pertinent aspects. Thus, familiarization process conducted through regular meetings, where Independent Directors were briefed on the Company’s operations, market conditions, governance, internal control processes, business strategies, significant developments and new initiatives.

Also, the Company Secretary apprised to the Board on various regulatory changes and its impact on the Company. Necessary amendments are made based on guidance received by the Directors. Apart from regulatory updates, the Board provides its direction on certain measures, which were implemented by the Company and outcome of the recommendations submitted to the Board and its respective Committee. Additionally, independent agencies facilitated with detailed presentations to the Board/Committee on various important matters, including ESG, cybersecurity, internal and related party audits. Further details of the familiarization program can also be found in the Corporate Governance Report and also posted on the Company’s website at https://www.tciexpress.in/Familiarization_ Details.aspx?invid=28&key=33e75ff09dd601bbe69f351039152189

MEETINGS OF BOARD, ITS COMMITTEE’S AND COMPANY’S SHAREHOLDERS

The Board and Audit Committee converges at least quarterly to review the Company’s performance, business strategies, policies and quarterly/annual financial results, along with other agenda items. Additionally, due to business needs, the Board and/or its Committee occasionally approves proposals via circulation between meetings, which are then formally noted in the following meetings.

Throughout the reporting period, the Board and its Committees adhered to the statutory mandates outlined in the Act and Listing Regulations. During the reporting year, four (4) meetings of the Board, thirteen (13) meetings of Board’s statutory Committees and one (1) meeting of Shareholders were held, details of which are meticulously documented in the Corporate Governance Report, underscore our commitment to transparent and effective governance practices.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company adhered to the Secretarial Standards concerning both ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively. In accordance with Section 118 of the Act, the Company has established effective systems to ensure compliance with all relevant Secretarial Standards prescribed by the ICSI. These systems have been deemed adequate and are functioning effectively.

NOMINATION AND REMUNERATION POLICY

In accordance with the guidelines outlined in Section 134(3)(e) and 178(3) of the Act, along with the corresponding Regulation 19 of the Listing Regulations, the Board of Directors, upon the Nomination and Remuneration Committee''s recommendation, has sanctioned and put into effect a thorough ‘Nomination and Remuneration Policy'' applicable to Directors, Key Managerial Personnel (‘KMP''), Senior Management Personnel (‘SMP'') and other executives.

This Policy directed to work as guiding principles concerning the qualifications, desirable attributes and independence criteria for appointing and compensating Directors, KMP, SMP and employees. The key aspects of this Policy are outlined in the Corporate Governance Report, included within Annual Report and also available for reference on the Company''s website at https://www.tciexpress.in/images/pdf/391_Nomination%20 and%20Remuneration%20Policy.pdf

ETHICAL PRACTICES AND PROTECTION MECHANISM

TCI Express is deeply committed to maintaining the highest standards of ethics and integrity across its organization. To achieve this, the Company has implemented a comprehensive set of policies and procedures, designed to encourage ethical and compliant behaviour. At the core of these efforts, the Company has prepared ‘Code of Business Conduct and Work Ethics'', a robust document that establishes principles and guidelines for responsible business conduct. This code serves as a comprehensive guide for employees, directors and business partners, emphasizing the paramount importance of integrity and adherence to legal and ethical standards.

To uphold ethical standards, transparency and the reporting of misconduct or unethical conduct, the Company has in place a ‘Policy on Whistle Blower and Protection Mechanism (‘Mechanism'') for whistle blower and provides protection against victimization, who report misconduct or unethical behavior. This Mechanism is issued consistent with the Company’s Policy on ‘Anti-Bribery and Anti-Corruption'' and other codes/policies for combating unethical practices and other type of irregularities. Further, the Mechanism provides direct access to the Chairperson of the Audit Committee, in exceptional cases. During the reporting period, none of the whistle blowers have been denied access to the Audit Committee of the Board.

The implementation of the Policy and the functioning of the Ethics Committee are further overseen by the Audit Committee. The policies and codes are shared with employees and posted on the Company’s intranet. They are also accessible on the Company''s website at https://www.tciexpress.in/corporate-governance. aspx?invid=10&key=d3d9446802a44259755d38e6d163e820

Additional information on the vigil mechanism is provided in the Corporate Governance Report, which forms part of Annual Report.

PREVENTION FROM HARASSMENT

The Company''s codes and policies emphasizes equal opportunities for employees at all levels and prohibits discrimination or harassment. We are committed to creating an inclusive workplace, where every employee feels valued, heard and empowered to contribute their best. By fostering a culture that celebrates diversity, we aim to break down barriers and promote fairness in every aspect of our operations.

Towards its commitment to maintain a safe and healthy work environment, the Company has adopted ‘Policy on Prevention of Sexual Harassment at Workplace'' in compliance of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, (‘POSH Act''), which is aimed at providing a safe, secure and dignified work environment and to deal with complaints relating to sexual harassment at workplace. Apart from Company''s workforce, the Policy gives shelter to contract workers, probationers, temporary employees, trainees, apprentices and any person visiting the Company.

The Company has constituted Internal Complaints Committees at all relevant locations across India, in compliance of POSH Act, to consider and resolve the complaints related to sexual harassment. Regular training and awareness programmes are conducted to educate our employees on the importance of maintaining a harassment free workplace and guided on framework for reporting and resolving instances of such harassment.

The Company does not engage in any form of child labour/ forced labour/involuntary labour and does not adopt any discriminatory employment practices. As a Policy, the Company ensures no involvement of child/forced/bonded labour, sexual harassment, or unethical practices. In the reporting year, we have not received any complaints pertaining to child labour, forced labour or sexual harassment.

HUMAN RESOURCE

The Company acknowledges that an effective human resource management (‘HRM'') contributes to the overall success and sustainability of businesses by maximizing the potential of their human capital, mitigating risks and fostering a positive work environment. Our human resource (‘HR'') department is aligned with our overall business strategy and plays a crucial role in its successful execution by creating a supportive and nurturing environment, where employees can thrive and grow personally and professionally. By prioritizing employee well-being and growth, HR contributes to the success and sustainability of the organization.

Diversity, Equity and Inclusion

Diversity, equity and inclusion are fundamental pillars of TCI Express. We recognize that our strength lies in the unique perspectives, backgrounds and talents of our workforce. Our commitment on diversity extends to providing equal

opportunities, promoting under-represented voices and championing diversity in leadership roles.

The Company actively promotes a culture of fairness and respect by conducting regular awareness programs across various locations. These initiatives focus on addressing crucial issues such as gender equality, equal opportunity, harassment free workplace, ensuring that all employees are informed and engaged in creating an inclusive and safe workplace.

Through these efforts, we not only create a more vibrant and innovative workplace but also ensure that our services resonate with the diverse communities we serve, making TCI Express a trusted and inclusive partner in the express logistics industry.

Training and Education

HR facilitate training and development programs that help employees to acquire new skills, advance their careers and achieve their professional goals. We have structured in-house training programs that cater to various developmental needs. The training agenda includes technical, functional, leadership development and culture-building programs. These initiatives are aligned with the company''s vision, mission, core values and long-term objectives that guide the organization. The outputs of these programs have been positive, enhancing the skills, personality and performance of employees.

Employee wellness

As an employer, we value and prioritizes the health and wellbeing of our employees and provide a comprehensive array of benefits, designed to enhance the overall well-being of both permanent and contractual staff members. We believe that investing in employee''s wealth not only enhances individual performance but also contributes to the overall success of our organization.

We actively engage in various initiatives aimed at promoting positivity, wellness and good health among our employees and their families. For an in-depth overview of HR initiatives executed by the Company, please refer corresponding section ‘Advancing Human & Social Responsibility'' under the ESG Report for the fiscal year 2023, beginning from page no. 85 to 90. The BRSR Report also detailed the specific initiatives undertaken by the Company for the welfare of its employees, outlined under Principle No. 3.

PARTICULARS OF EMPLOYEES

The information pertaining to employees, as mandated by Section 197(12) of the Act along with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is presented in Annexure-III, which is an integral part of this Report.

Additionally, a statement featuring the names of the top ten employees based on their remuneration and the requisite particulars of employees as per Section 197(12) of the Act,

in conjunction with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided under separate Annexure and is not included within this Report. None of the employees listed in the Annexure have any familiar relation with any Director of the Company.

In terms of Section 136 of the Act, the said Annexure is open for inspection at the Registered and Corporate Office of the Company. The above said disclosure will also be available for electronic inspection without any fee by the Members, from the date of circulation of Notice of AGM and up to the date of AGM.

Any Shareholder interested in obtaining a copy of the same can request it by emailing the Company Secretary at secretarial® tciexpress.in and the Company will facilitate the provision of the copy to them.

ENVIRONMENTAL, SOCIAL & GOVERNANCE AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Company has always been committed to generating longterm value for its stakeholders, placing a strong emphasis on sustainability. Aligned with this commitment, we have developed an Environmental, Social, and Governance (‘ESG'') framework and published an ESG Report for the fiscal year 2023. This report comprehensively outlines our initiatives across the ESG spectrum, underscoring our efforts to reduce environmental footprint.

The Company’s ESG Report for the fiscal year 2022-23, along with its comprehensive ESG framework showcasing the Company''s sustainability initiatives, can be accessed on the Company’s website at www.tciexpress.in.

In accordance with Regulation 34(2) of the Listing Regulations, the Annual Report incorporates a dedicated section on Business Responsibility and Sustainability Report (‘BRSR’), that outlines the Company''s initiatives on social, environmental and governance aspects for the fiscal year 2023-24.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 of the Listing Regulations, a separate section on Management Discussion and Analysis, which includes details on the state of affairs of the Company, forms part of Annual Report.

Further, the Corporate Governance Report including Shareholder''s information, as prescribed under Schedule V to the Listing Regulations, also forms part of Annual Report.

AUDITORS

Statutory Auditors and their Report

M/s. R.S. Agarwala & Co., Chartered Accountants, with Registration No. 304045E, act as the Statutory Auditors of

the Company in accordance with Section 139 of the Act. They were first appointed by the Shareholders during the 7^th AGM and were re-appointed during the 12^th AGM for a second term of five (5) years.

The Statutory Auditor has issued a report on the Financial Statements for the fiscal year ending March 31, 2024, presenting an unmodified opinion. The report does not include any qualifications, observations, adverse remarks, or disclaimers that may call for any explanation from the Board of Directors.

The total fees for all services paid to the Statutory Auditors are provided under notes to the Financial Statements and forms a part of Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, no instances of fraud committed against the Company, by its officers or employees were reported by the Statutory Auditors and Secretarial Auditors, under Section 143(12) of the Act, to the Audit Committee or the Board of Directors of the Company.

Secretarial Auditors and their Report

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Company, with the approval of its Board of Directors, appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries (Unique Code-P1996WB042300) to conduct the Secretarial Audit of the Company for the FY 2023-24.

The Secretarial Audit Report for the FY 2023-24 confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification, requiring explanation or comments from the Board, under Section 134(3) of the Act. The Secretarial Audit Report issued by Secretarial Auditors is enclosed as Annexure -IV and forms a part of this Report.

Annual Secretarial Compliance Report

The Company has undertaken an audit with all applicable compliances, as per regulations, circulars and guidelines issued under the statue of the Securities and Exchange Board of India (‘SEBI''), for the financial year ended March 31,2024. The Annual Secretarial Compliance Report issued by Practicing Company Secretary, has been submitted to the Stock Exchanges, within sixty (60) days of the end of the financial year.

Internal Auditor

In accordance with Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, Mr. Krishan Pal Garg, a certified Chartered Accountant employed full-time by the Company, serves as the Internal Auditor.

He places before the Audit Committee on quarterly basis, a report(s) on internal audit, observations thereon along with action taken report and mitigation plans. During his involvement in meetings, he also delivers presentations on the adequacy of internal financial controls. He meticulously records observations and notes actions taken or proposed by the Audit Committee in response to these observations for future deliberation.

According to the audits and reports filed by the Internal Auditor, it has been determined that there are no adverse remarks or qualifications made with regard to Company''s accounts.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has implemented a comprehensive internal financial controls system with reference to financial statements, commensurate with the size, scale and complexity of its operations, safeguarding of its assets, comply with the applicable laws, prevention and detection of fraud, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Company has internal standard operating procedures (‘SOP''s), policies, processes and manuals to uphold high standards of ethical behavior, foster transparency in financial reporting and adherence to legal requirements across all facets of the Company''s activities. Also, the functional heads bear the responsibility of ensuring compliance with all applicable laws, rules, regulations, as well as Company''s policies and procedures.

Further, the Audit Committee monitors the adequacy and effectiveness of Company''s internal control framework. Mr. Krishan Pal Garg, the Internal Auditor, assesses the adequacy and effectiveness of these control measures established by the Company and provides recommendations for enhancements. Through his participation at the Audit Committee meetings, he delivers presentations concerning the internal control over financials and its adequacy. Further, observations raised by the Internal Auditor and actions taken or proposed in response to these observations by the Audit Committee are duly noted for further consideration.

The Audit Committee of the Board of Directors regularly evaluates audit plans, internal audit reports, effectiveness of internal controls and risk management, thereby ensuring continuous reinforcement of these systems. Further details in respect of internal controls and their adequacy are also included in the Management Discussion and Analysis section, which forms a part of Annual Report.

RISK MANAGEMENT

The Company has in place a Risk Management Policy, that encompasses assessment, identification and mitigation risk across all levels and functions. The main objective of Policy is to proactively managing uncertainty and changes in the internal and external environment, to limit negative impacts and capitalize on opportunities, so as to ensure business stability.

The Company has also implemented a robust risk management matrix, that encompasses detailed working on likelihood of risks occurring within the organization, based on scale of low, medium and high and also provides mitigation steps on possible risks. Our risk register is comprehensive document, encompassing various categories of risk, including operational, financial, climate and social risks.

Pursuant to Regulation 21 of the Listing Regulations, the Board of Directors has constituted the Risk Management Committee of the Board, responsible for risk management framework and periodically review the policies, procedures and SOP''s. Besides, the Committee also recommends measures to minimize risks and implements suitable control mechanisms. Further, an independent internal audit system carries out risk focused audits across business and operations of the Company.

Apart from Risk Management Committee, the Audit Committee reviews internal audit findings and provides strategic guidance on internal controls. The Committees also monitors the internal control implementation of the action plans emerging out of internal audit findings. The active involvement of the Audit Committee and Risk Management Committee ensures that the Management considers all pertinent risk variables, developing plans to minimize risks and capitalize on opportunities as they arise.

A detailed section on key business risks and opportunities is also included in the Management Discussion and Analysis Report, which is part of the Annual Report.

COST RECORD

The provisions for maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities being carried out by the Company.

PUBLIC DEPOSITS

During the current review period and previous years, your Company has not accepted any public deposits in accordance with Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Consequently, there are no unpaid or unclaimed deposits as of March 31,2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments, based on applicability under Section 186 of the Act, have been disclosed in the notes forming part of the Financial Statements.

RELATED PARTY TRANSACTIONS

The Company follows strong internal processes before entering into transactions with related parties, including those of material in nature. The Company has adopted Policy on materiality and dealing of Related Party Transactions (‘RPT''s), in conformity

with the requirements of the Act and Listing Regulations, setting out the guidelines and procedures to be followed in respect of transactions entered by the Company with its related parties. The said Policy also defines the material modifications of RPTs and contains framework and procedures to follow, while determining, approving, ratifying and reporting of such RPTs. The Policy as approved by the Board can be accessed by its stakeholders by clicking link at https://www.tciexpress.in/ images/pdf/392_Related%20Party%20Transactions%20Policy.pdf

In conformity with the internal framework and provisions contained under the Policy, all transactions entered during the FY are based on prior approval of the Audit Committee as well as the Board. Prior omnibus approval of the Audit Committee and the Board is obtained for the RPTs, which are foreseeable and repetitive and also for unforeseen transactions, adhering to the specified threshold limits outlined in the Act and the Listing Regulations. A detailed report summarizing all RPTs is submitted quarterly to the Audit Committee and the Board, along with certification from the Internal Auditor.

During the financial year under review, all RPT''s entered by the Company were on arm''s length basis and in the ordinary course of business and these were approved by the Audit Committee and Board. These have been disclosed in deference to Indian Accounting Standard 24 in notes to Financial Statements.

Aside from those mentioned above, there were no other RPTs entered with Promoters, Directors, Management, Wos etc., that had any potential conflict with the interest of the Company at large. Any interests held by Directors in transactions, are disclosed at Board and Audit Committee meetings and Director, (if any) with a vested interest refrains from participating in discussions or voting on such transactions.

CORPORATE SOCIAL RESPONSIBILITY

The Company engages into social responsibility by integrating ethical and sustainable practices into its business operations, underpinning a strong belief in actively contributing to both social and environmental welfare. These values are seamlessly integrated into our corporate governance framework, where we actively engage in a wide spectrum of social initiatives, aimed at fostering positive impacts within the communities we serve.

In accordance with the requirements of Section 135 of the Act, the Board has constituted a Corporate Social Responsibility (‘CSR'') Committee to assist the Board in setting the Company''s CSR Policy. Our CSR Policy articulates the Company''s approach and commitment to sustainable and inclusive social development. On the recommendation of CSR Committee, the Company has been engaging in social initiatives in to various areas, including healthcare, education and sports development, as outlined in Schedule VII to the Act, with budget allocation and transparency.

The brief outline of CSR Policy, initiatives undertaken by the Company on CSR activities during the FY, in accordance with the Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure-V

to this Report. For other details pertaining to the composition, terms of reference, number of meetings held during the year and attendance of the CSR Committee members at meeting are given in the Corporate Governance Report, which forms a part of Annual Report. More details on CSR activities undertaken by the Company are provided under the BRSR Report, forming integral portion of Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy and technology absorption, as required to be disclosed under Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014, are provided as Annexure -VI to this Board''s Report.

SIGNIFICANT ORDERS ISSUED, IF ANY

There are no significant and material orders passed against the Company by the regulators or courts or tribunals, during the year ended March 31, 2024, which would impact the going concern status of the Company and its future operations

PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE

During the reporting period, the Company was not subject to any proceedings under the Insolvency and Bankruptcy Code, 2016, nor were there any such proceedings pending as of the year-end.

ONE TIME SETTLEMENT AND VALUATION

During the year under review, the Company was not required to undertake any valuation or one-time settlement, as prescribed under Section 134 of the Act, read with Rule 8(5) of the Companies (Accounts) Rules, 2014.

DIRECTOR’S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established by the Company and the reviews conducted by Management under the supervision of the Board/Committee, the Board of Directors, to the best of their knowledge and ability, state the following:

1. That in the preparation of the annual Financial Statements for the financial year ended March 31, 2024, all the applicable Accounting Standards have been followed and there were no material departures therefrom;

2. That such accounting policies have been selected and applied consistently, and judgment & estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit and loss of the Company for the financial year ended on that date;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

4. That the annual Financial Statements have been prepared under the going concern assumption;

5. That proper internal financial controls are in place and that the financial controls are adequate and are operating effectively;

6. That proper system has devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPRECIATION

The Board of Directors express deep gratitude for the invaluable guidance, support and assistance extended by the Government of India, the SEBI, the Stock Exchanges, MCA, ICSI and other Regulatory Authorities. Your Board also extends gratitude to all respected shareholders, customers, financial institutions, analyst, depositories, rating agencies, suppliers and all business partners, for their ongoing faith, trust, and confidence in the Company.

The Board of Directors also extends heartfelt appreciation to all employees for their unwavering commitment, dedication and invaluable support, which have played a pivotal role in accomplishing our objectives and propelling the business forward.

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Mar 31, 2022

Respected Members of TCI Express Limited,

The Board of Directors (''Board'') are pleased to present the fourteenth Annual Report of TCI Express Limited (''the Company'' or ''your Company'') along with the Standalone Audited Financial Statements for the financial year ended 31st March, 2022 (''year under review'' or ''year'' or ''FY 2021-22''). In compliance with the applicable provisions of the Companies Act, 2013, (''the Act'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), this Annual Report containing, inter alia, Standalone Audited Financial Statements, Notice of Annual General Meeting (AGM), Directors'' Report, Auditors'' Report and other important information is circulated to Members and others entitled thereto. The Annual Report is also placed on Company''s website and can be accessed through web-link at https://www.tciexpress.in/annual-reports.aspx?invid=2.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, copies of the Annual Returns of the Company, prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are also placed on the website of the Company, under ''Investor Relation'' section.

OPERATING FINANCIAL PERFORMANCE AND DEVELOPMENTS

The standalone Financial Statements of the Company for the FY 2021-22, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act, the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act. The financial highlights on a standalone basis for the financial year ended 31st March, 2022, with corresponding figures for previous year, and impact are summarized below:

('' in Crores)
Particulars	FY 2021-22	FY 2020-21	% change
Total Income	1089.64	851.64	27.95
Profit/(Loss) before Interest, Depreciation, Taxation & Exceptional Item	182.90	141.97	28.83
Less: Interest (Net)	0.91	0.78	16.67
Less: Depreciation (Net)	9.98	8.97	11.26
Profit/(Loss) before Tax & Exceptional Item	172.01	132.22	30.10
Less: Exceptional Item	-	-	-
Profit/ (Loss) before Tax (PBT)	172.01	132.22	30.10
Less: Tax Expenses	43.17	31.62	36.53
Profit/(Loss) after Tax (PAT)	128.84	100.60	28.07

During the FY 2021-22, the Company has secured several important achievements to its credit. We have successfully operationalized Pune and Gurgaon sorting centres, adding over 3.5 lakh-square-foot area in our sorting centre capacity. Automation has been completed in Gurgaon centre and it is considered India''s largest automated B2B sorting center. We have incurred a capex of '' 80 Crores (Rupees Eighty Crores only), utilized primarily for construction and automation. We have also launched three (3) new services-Pharma Cold Chain Express, C2C Express and Rail Express, which has not only received positive response from our customers but are also aligned to our growth as multi-model express delivery Company in India. During the year under review, forty five (45) new branches were added to increase our presence in key growing markets. These initiatives will help in expanding our presence, enlarge value-added services in our offerings,

improve operational efficiency and enhance profitability. The Express logistics industry is evolving rapidly due to the increased focus on infrastructure development, supported by technological advancements to increase efficiency. The Company with its asset light business model and clear strategic growth plan is well positioned to maintain and further strengthen its leadership position and create value for all shareholders.

Please refer to the Management Discussion and Analysis section, which forms a part of this Annual Report, for further details on the performance and operations review and Company''s strategies for growth.

There have been no material changes and commitments which affects the financial position of the Company, occurred between the end of financial year and the date of this report. There was no change in nature of business of the Company.

DIVIDEND APPROPRIATION

The Company believes that it belongs to its shareholders and always committed to create and return value to them. The Company has a consistent record of rewarding its shareholders with a generous dividend pay-out. During the financial year under review, the Board of Directors of the Company, at their meetings held on 22nd October, 2021 and 28th January, 2022 respectively, declared and paid a consolidated amount of interim dividend of '' 6.00 (Rupees Six only) per ordinary equity share of face value of '' 2.00 each, constituting three hundred percent (300%).

In addition to interim dividend, the Board of Directors at their meeting held on 27th May, 2022, considering the good performance and strong cash flows, has recommended a final dividend of '' 2.00 (Rupees Two only) per ordinary equity share of face value of '' 2.00 each, constituting hundred percent (100%), herewith, the total dividend amount for the FY 2021-22, including the interim dividend, amounts to '' 8.00 (Rupees Eight only) per ordinary equity share of face value of '' 2.00 each, as against '' 4.00 (Rupees Four only) per ordinary equity share of face value of '' 2.00 each, for the FY 2020-21.

Payment and tax liability

The final dividend will be payable, subject to approval of the Members at this 14th AGM and deduction of tax at source to those Members, whose name(s) appear in the register of Members as on Thursday, 28th July, 2022.

The Members may note that pursuant to the provisions contained under the Income-Tax Act, 1961, as amended by the Finance Act, 2020, dividend declared, paid or distributed by a Company on or after 1st April, 2020, shall be taxable in the hands of shareholders, the Company shall therefore, be required to deduct tax at source (TDS) from dividend paid to shareholders at the prescribed rates. For the prescribed rates of different categories, shareholders are requested to refer the Income Tax Act, 1961. Attention of the shareholders is also drawn to the communications sent by the Company time to time, with regard to applicable tax rate and submission of necessary documents in order to claim non-deduction of TDS or deduction of TDS at a lower rate. The Company has provided facility through its Registrar and Share Transfer Agent (RTA), to the shareholders (liable to pay tax) to apply for non-deduction of TDS or deduction of TDS at a lower rate, by providing the necessary documents to the Company.

To avail the facility for non-deduction of TDS or deduction of TDS at lower rate, the shareholders are requested to upload tax exemption forms and supporting documents with KFin Technologies Limited (RTA) at web-link https://ris.kfintech.

com/form15/. in the manner as may be prescribed. The above referred documents will be verified and considered while deducting the appropriate taxes. In case of any procedural difficulty, the shareholders may write to the RTA at [email protected], marking copy to the Company at [email protected].

The shareholders are also requested to update their residential status, know your client (KYC), permanent account number (PAN) and bank details with the Depository Participant, if shares are held in demat form, and with the RTA of the Company, if shares are held in physical form. Keeping in mind, the consistent trust posed by our shareholders, we have always strived towards maintaining a healthy dividend pay-out ratio. The Company currently pays out in the range of twenty to twenty five percent of the profits as dividend. The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. The Policy lays down the broad criteria, which the Company would take into consideration at the time of ascertaining the amount of dividend to be declared, keeping in mind the need to maintain a balance between the payout ratio and retained earnings, in order to address future needs of the Company. The Dividend Distribution Policy, containing the requirements mentioned in Regulation 43A of the Listing Regulations is posted and can be accessed on the website of the Company at https://www. tciexpress.in/corporate-governance.aspx?invid=10. During the financial year under review, there were no amendments in the Dividend Distribution Policy of the Company.

Amount to be carried to Reserves

The Board proposes transfer of '' 100 Crores (Rupees Hundred Crores only) from its retained earnings to General Reserve for the FY 2021-22.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no amount lying with regard to unpaid and unclaimed dividend of earlier years, which requires to be transferred or is due to be transferred to the IEPF during the FY 2021-22, in terms of the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), as amended time to time.

Further, no shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, were require to be transferred or is due to be transferred to the IEPF, during the FY 2021-22. The details of unclaimed dividend and fractional share''s proceeds entitlement alongwith their due date for transfer to IEPF is provided in the Corporate Governance Report, forming part of this Report, the Shareholders are accordingly requested to apply for their entitlement, before it is transferred to the IEPF.

Ms. Priyanka, Company Secretary has been designated as the Nodal Officer under the provisions of IEPF Rules, details of which are available on the website of the Company at www.tciexpress.in.

EMPLOYEE STOCK OPTION PLAN AND CHANGE IN CAPITAL STRUCTURE

The Employee Stock Option Plan-2016 (''ESOP-2016 Plan'') was implemented by the Company, with an objective of encouraging employees to participate in its future growth and financial success. All the benefits arising from ESOP-2016 Plan, are administered under the supervision of the Nomination and Remuneration Committee.

During the FY 2021-22, total 60,600 Stock Options were exercised by employees of the Company. Accordingly, the Company has allotted 60,600 equity shares, against the Stock Options exercised by the employees and consequent to such allotment, paid up equity share capital of the Company, increased to '' 7.70 Crores (Rupees Seven Crores and Seventy Lakhs only), divided in to 38,495,125 equity shares of '' 2.00 (Rupees Two only) each. There was no change in the authorized capital of the Company, during the year. No employee was issued Stock Options during the year, equal to or exceeding one percent (1%) of the issued capital of the Company, at the time of grant. The equity shares issued under ESOP-2016 rank pari passu with the existing equity shares of the Company. The Company''s equity shares including those allotted during the year are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

Amendment in ESOP-2016 Plan

The Securities and Exchange Board of India (SEBI), subsequent to the end of FY 2020-21, had notified the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SEBI (SBEB & SE) Regulations''). The new ''SEBI (SBEB & SE) Regulations'' repealed and replaced the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014, governing all share based employee benefit schemes dealing in securities, including employee Stock Options, employee share purchase, stock appreciation rights, general employee benefits, retirement benefits and sweat equity. With an objective of incorporating the amendments made under ''SEBI (SBEB & SE) Regulations'', the Board of Directors on recommendation of the Nomination and Remuneration Committee, proposed an amendment in ESOP-2016 Plan, formulated in accordance with the ''SEBI (SBEB & SE) Regulations'', containing guiding principles on Stock Options to the employees of the Company. The broad framework of the ESOP-2016 Plan has been approved by the Board of Directors of the Company at their meeting held on

27th May, 2022. The brief details of the revised ESOP-2016 Plan and other relevant details have been provided under the Explanatory Statement, annexed to the Notice of 14th AGM of the Company.

During the FY 2021-22, other than stated above, there have been no material changes made to ESOP-2016 Plan and has been implemented in due compliance with the ''SEBI (SBEB & SE) Regulations''. The certificate issued by the Secretarial Auditor of the Company, to the effect that the ESOP-2016 Plan has been implemented in accordance with the said Regulations and the resolution passed originally by the Members, are being made available for inspection at this AGM.

During the year, there were no instances of loans granted by the Company to its employees for purchasing its shares. The information as required to be disclosed under the Act and the ''SEBI (SBEB & SE) Regulations'' is provided as Annexure -A to this Board''s Report and uploaded on the website of the Company at www.tciexpress.in.

During the period under review, the Company has not raised funds through preferential allotment or qualified institutions placement. Further, neither it has issued shares with differential voting rights nor granted any sweat equity for the reporting period.

PROPOSED BUY BACK AND VOTING RIGHTS

The Board of Directors, at its meeting held on 27th May, 2022, has considered the proposal to buy-back fully paid-up equity shares of face value of '' 2.00 each, from the equity shareholders of the Company, for an aggregate amount of not exceeding '' 75 Crores (Rupees Seventy Five Crores only) (''Maximum Buyback Size'') for a price not exceeding '' 2,050 (Rupees Two Thousand and Fifty only) per equity share (''Maximum Buyback Price'') through the open market route, through the Stock Exchanges where the equity shares of the Company are listed, in accordance with the provisions of the SEBI (Buy-Back of Securities) Regulations, 2018 and the Act read with Rules made thereunder.

The brief details of the proposed buyback and other relevant information have been provided under the Explanatory Statement, annexed to the Notice of 14th AGM of the Company.

The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees. No disclosure was required under Section 67 of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company, as the provisions of the said Section are not applicable.

SUBSIDIARY, HOLDING, JOINT VENTURE AND ASSOCIATE COMPANIES

From the date of incorporation of the Company, it has not formed any subsidiary or holding or joint venture or associate Company, accordingly for the FY 2021-22, no disclosure is required under the Act and the Listing Regulations.

BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNELBoard of Directors

As on report date, the Board comprises of eight (8) Directors, having wide experience and proficiency in their respective fields. The detailed information of the Board containing inter alia composition, directorship, expertise, evaluation, meetings held and attendance are given in the Corporate Governance Report, which forms part of this Annual Report. A brief profile of each Director(s) is also available on the website of the Company at www.tciexpress.in.

During the reporting year, there were no changes in the composition of the Board of Directors of the Company.

Retirement by Rotation and subsequent Re-appointment

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dharmpal Agarwal (DIN: 00084105), Non-Executive Director of the Company, is liable to retire by rotation at this AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. The resolution seeking approval of the Members for his re-appointment, forms part of AGM Notice.

A brief profile of Mr. Dharmpal Agarwal, together with his other directorships and committee positions are given in the Notice of AGM and Corporate Governance Report, forming part of Annual Report, being sent to the shareholders in accordance with the requirements of the Act, Listing Regulations and Secretarial Standard issued by the ''Institute of Company Secretaries of India'' (ICSI) on General Meetings.

Re-appointment and Continuation of Directors

Mr. Chander Agarwal was re-appointed by the shareholder''s at their previous AGM held on 28th July, 2021, as the Executive Managing Director of the Company, for a further term of five (5) years, commencing from 18th August, 2021. In the said AGM, besides Mr. Chander Agarwal, approval of shareholders was also extended to the re-appointment and continuation of Mr. Ashok Kumar Ladha, Mrs. Taruna Singhi, Mr. Murali Krishna Chevuturi and Mr. Prashant Jain, as the Independent Directors for a second term of five (5) consecutive years.

During the year, none of the Director(s) had resigned before the expiry of their respective tenure(s).

Declarations by Independent Directors

The Company has received declarations from all the Independent Directors under Section 149(7) of the Act and Rule 6(3) of the Companies (Appointment and Qualification of Directors), Rules 2014, read with the Listing Regulations, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The terms and conditions of appointment of Independent Directors are, as per Schedule IV of the Act.

The above declarations were placed before the Board and in the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

None of the Director(s) is disqualified as on report date, in terms of Section 164(2) of the Act, from being appointed as a Director. A Certificate to this effect, duly signed by the Practicing Company Secretary is annexed to the Corporate Governance Report, which forms an integral part of this Annual Report.

Registration in Databank and Proficiency Test

In accordance with the Section 150 of the Act and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have been registered and are Members of Independent Directors Databank, maintained by Indian Institute of Corporate Affairs. Further, pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have been exempted by Indian Institute of Corporate Affairs from appearing for the online proficiency self-assessment test, as they fulfilled the conditions for seeking exemption from appearing for the online proficiency self-assessment test.

Key Managerial Personnel

As on the date of this report, the following officials of the Company are designated/continued to act as the Key Managerial Personnel, pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Chander Agarwal Mr. Pabitra Mohan Panda

Managing Director Chief Operating Officer

Mr. Mukti Lal Ms. Priyanka

Chief Financial Officer Company secretary

Mr. Pabitra Mohan Panda was designated as Key Managerial Personnel of the Company, with effect from 19th May, 2021. During the year under review, there were no other changes took place to the category of Key Managerial Personnel of the Company.

PERFORMANCE EVALUATION

The Board evaluation is a key element of our corporate governance process that result areas for improvement to enhance the Board and sub-committee''s effectiveness and provide constructive feedback to the Chairperson and Board Members.

In terms of the applicable provisions of the Act and the Listing Regulations, the Nomination and Remuneration Committee and the Board of Directors have approved a framework, which lays down a structured approach, guidelines and processes to be adopted for carrying out an evaluation of the performance of all the Directors including Chairperson, the Board as a whole and its Committees.

The framework involved a questionnaire-based approach designed in alignment with guidelines issued under the Act, Listing Regulations, guidance note issued by the SEBI and ICSI from time to time and taking into consideration the suggestions given by the Directors. A Separate questionnaire for each category of evaluation viz. the Board (including its Committees), Individual Directors (including Chairperson) have been prepared with separate sets of questions (questionnaire) for each of the evaluation(s).

The outcome of above performance evaluation was presented to the Nomination and Remuneration Committee and the Board of Directors. The Nomination and Remuneration Committee and Board of Directors expressed their satisfaction, towards the process followed by the Company for evaluating the performance of the Directors, Board as a whole including Chairperson and its Committees.

Separate Meeting of Independent Directors

The Independent Directors of the Company assembled together with a purpose of reviewing the performance evaluation of Non-Independent Directors (including the Chairperson) and the entire Board of Directors (including its Committees), while considering the views of Executive and Non-Executive Directors. Further, the Independent Directors, inter alia, assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the overall functioning of the Board and performance of individual Directors and also expressed their satisfaction

over the quality, quantity and timeliness of flow of information between the Company''s Management and the Board.

All the Independent Directors were present at their meeting held on Friday, 19th May, 2021.

Familiarization programme for Independent Directors

The Company familiarizes its Directors including Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company. The brief details of the familiarization programme are provided under Corporate Governance Report and placed on the website of the Company at www.tciexpress.in.

MEETINGS OF BOARD AND SHAREHOLDER''S

The Board meets at least once a quarter to review the quarterly results along with other agenda items and additional meetings are conducted from time to time to consider significant matters, whenever required. For any business exigencies, the resolutions are passed by circulation and later placed at the subsequent Board / Committee Meeting for ratification/approval.

During the reporting year, four (4) meetings of the Board were held, details of which are given in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two consecutive meetings did not exceed one hundred and twenty (120) days.

The 13th AGM of shareholders of the Company was held on 28th July, 2021 through video conference/ other audio visual means, without the physical presence of the Members at a common venue, in compliance with the applicable provision of the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

In compliance with applicable regulatory requirements, as on reporting date, six (6) Board-level Committees have been constituted to delegate matters that require greater and more focused attention. The details on the constitution, brief terms of reference, meetings held and attendance of all the Board-level Committees are given in the Corporate Governance Report, which forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial Standards issued relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively. Pursuant to the provisions of Section 118 of the Act, the Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards

issued by the ICSI and that such systems are adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Company has implemented a ''Nomination and Remuneration Policy'' for its Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees, in terms of Section 178 of the Act, read with rules made thereunder and Regulation 19 of the Listing Regulations, as amended from time to time.

The main objective of the said Policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP SMP and other employees. The salient features of the Policy are explained in the Corporate Governance Report, which is part of this Annual Report. The Policy can be accessed on Company website at https://www.tciexpress.in/corporate-governance.aspx?invid=10.

WHISTLE BLOWER AND VIGIL MECHANISM

In line with the provisions of the Act, Listing Regulations and the principles of good governance, the Company has devised and implemented a vigil mechanism, in the form of ''Ethics and whistle-Blower Policy''. This Policy encourages Directors, employees and stakeholders to inter alia report their genuine concerns or grievances and instances of any financial irregularities, fraud, corruption, breach of code of conduct or any concern, that may have an adverse impact on Company''s operations and reputation.

Further, the mechanism provides for adequate safeguards against victimization of whistle blower, who avail such mechanism and allows direct access to the Chairperson of the Audit Committee, in exceptional cases. None of the whistle blowers have been denied access to the Audit Committee of the Board.

In terms of the said Policy, all the reported incidents are reviewed by the Ethics Committee. The implementation of the Policy and the functioning of the Ethics Committee are overseen by the Audit Committee.

The Policy is communicated to the employees and posted on the Company''s intranet. This Policy is also available on the website of the Company at www.tciexpress.in. Additional information on the vigil mechanism is provided in the Corporate Governance Report, which forms part of the Annual Report.

EQUALITY AND PREVENTION OF SEXUAL HARASSMENT

The Company has developed over a span of time, a diversified workforce and promotes a work environment free from discrimination and harassment based on gender, thereby

providing a friendly workplace environment. We strictly condemn acts like discrimination, forced or compulsory labor and child labor, within and beyond the Company''s boundaries. To provide protection against any form of prejudice, gender bias and sexual harassment at the workplace, the Company has adopted a Policy on anti-sexual harassment, in compliance of provisions contained under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also set up an Internal Compliant Committee (''ICC'') to oversee the implementation of anti-sexual harassment practices, deliberate and resolve complaints on sexual harassment at workplace and recommend disciplinary actions, if any, to the Company.

The Company also undertakes ongoing trainings to understand the Policy on prevention of sexual harassment and framework for reporting and resolving instances of sexual harassment, details of which are also reported to district officer of respective states. In the reporting year, we have not received any complaints pertaining to child labour, forced labour or sexual harassment.

Equal wages for equal work

The Company''s philosophy on inclusive growth and development is to promote diversity, equity and recognize people on their merits and skill sets. The Company firmly believes on constitutionally valid principle of ''equal wages for equal work'', and provides equal rewards, resources and opportunities to a man and a woman doing the same work with the same amount of responsibilities and duties.

HUMAN RESOURCE

Human resource management involves developing and administering programs that are designed to increase the effectiveness of an organization. Our philosophy on human resource focuses on attracting, empowering and retaining the best talent. We consider human development and training as an ongoing process that helps us to achieve our strategic goals and permit our employees to increase their knowledge and skills for doing particular jobs.

With an objective of providing ample opportunity for learning and growth, we have structured in house training programs, which run at different developmental centers. In the challenging environment when physical presence for trainings is not always possible, these programmes were undertaken in virtual mode with same pace and consistency. Alongside professional trainings, awareness sessions are also conducted for our employees and stakeholders. The output of these programs have been very positive and has helped us to improve the output, personality and performance of the participating individuals. Your Company constantly endeavors to improve upon its practices and

processes for employee satisfaction through effective communication and engagement and promoting a culture based on trust and confidence. At the closure of the financial year, your Company''s headcount of the employees was Two Thousand Eight Hundred and Fifty Eight (2,858) only. Our responsible approach to structured working conditions inter-alia includes fair treatment at work, equitable pay, best learning and development as well as career progression, reward and recognition of good work.

PARTICULARS OF EMPLOYEES

The disclosures 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, are provided in Annexure-B.

In terms of second proviso to Section 136(1) of the Act, the Board''s Report is being sent to the Members and others entitled thereto, excluding the information for top ten (10) employees, in terms of remuneration drawn, mentioned in Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The above said disclosure will be available for electronic inspection without any fee by the Members, from the date of circulation of Notice of AGM and up to the date of AGM. They can also send their request at designated e-mail at [email protected]. accordingly, the Company will arrange to make the copy available to the shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report and provides a detailed analysis on the performance of the business and outlook.

REPORT ON BUSINESS RESPONSIBILITY AND ENVIRONMENTAL, SOCIAL & GOVERNANCE

The Company understands that business sustainability has become an imperative aspect of business and investors are paying attention to this, along with financial performance of the Company. As part of our sustainability philosophy, the Company has implemented framework of Environmental, Social and Governance (ESG). It has an elaborate report on ESG, that detailed the efforts of the Company on sustainability and is available on the website of the Company at www.tciexpress.in.

In terms of the provisions of Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report, describing

the sustainable practices adopted by the Company, is provided in a separate section, forming integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

In terms of the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, a separate Report on Corporate Governance practices followed by the Company, together with a certificate from the Practicing Company Secretary, M/s. Sanjeev Bhatia & Associates, on compliance with Corporate Governance norms under the said Listing Regulations, is presented in a separate section, forming part of the Annual Report.

AUDITORS

Statutory Auditors and their Report

M/s. R.S. Agarwala & Co., Chartered Accountants (Firm) bearing firm registration number 304045E, is acting as the Statutory Auditors of the Company, as per the provisions contained under Section 139 of the Act. The Firm was originally appointed by the shareholders at their 07th AGM held on 28th July, 2015 and subsequently re-appointed by them at 12th AGM held on 24th July, 2020, for a second tenure of five (5) years, commencing from the conclusion of said AGM till the conclusion of 17th AGM.

The Statutory Auditor has issued report on the standalone Financial Statements for the financial year ended 31st March, 2022, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors.

The Auditors'' Report is enclosed with the Financial Statements in this Annual Report. The Statutory Auditor has not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The total fees for all services paid to the Statutory Auditors are given in note number thirty one (31) of the notes to the standalone Financial Statements, for the FY 2021-22.

Secretarial Auditors and their Report

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Company has, with the approval of its Board of Directors, appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries (Unique Code-P1996WB042300) to conduct the Secretarial Audit of the Company for the FY 2021-22.

The Secretarial Audit Report for the FY 2021-22 confirms that the Company has complied with the provisions of

the applicable laws and does not contain any observation or qualification, requiring explanation or comments from the Board, under Section 134(3) of the Act. The Secretarial Audit Report issued by Secretarial Auditors is enclosed as Annexure -C and forms a part of this Report.

Annual Secretarial Compliance Report

The Company has undertaken an audit with all applicable compliances, as per SEBI''s Regulations and Circulars, Guidelines issued thereunder, for the financial year ended 31st March, 2022. The Annual Secretarial Compliance Report issued by M/s. Sanjeev Bhatia & Associates, Practicing Company Secretary, has been submitted to the Stock Exchanges, within sixty (60) days of the end of the financial year.

Internal Auditor

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, Mr. Krishan Pal Garg, a qualified Chartered Accountant professional in whole time employment of the Company, acts as Internal Auditor of the Company. He placed before the Audit Committee on quarterly basis, a report(s) on internal audit. Further, summary of significant audit observations along with recommendations and its implementations, are also being reviewed by the Audit Committee.

There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditor.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations and such controls are assessed time to time. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, your Directors confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate. The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The details in respect of internal controls including internal financial controls and their adequacy are included in the Management Discussion and Analysis section, which forms a part of this Report.

RISK MANAGEMENT

The risk management has always been an integral part of Company''s strategy, planning, execution, monitoring process and reporting system. Your Company has developed over a period of time, a robust organizational structure for managing and reporting on risks and adopted Policy on risk management, which is approved by the Board. The Policy, inter alia, includes identification of risks, including cyber security, ESG, business continuity and related risks and minimization procedures.

Further, pursuant to Regulation 21 of the Listing Regulations, the Board of Directors has also constituted the Risk Management Committee of the Board, details of which along with terms of reference, number of meetings held during the year and attendance of Committee Members at each meeting are mentioned in the Corporate Governance Report.

The Risk Management Committee monitors and reviews business risk of the Company as a whole and provides the necessary direction on the same. A detailed risk register is prepared and discussed at half year intervals usually to capture new types of risk, specific to the Industry and/or Company and detailed mitigation steps are discussed and action taken to counter those risks. The Risk Management Committee is, inter alia, authorized to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the above process to the Audit Committee/Board on a periodic basis.

Further, an independent internal audit system carries out risk focused audits across business and operations of the Company, including compliance part. The Audit Committee of the Board of Directors reviews internal audit findings and provides strategic guidance on internal controls. Further, the Audit Committee monitors the internal control implementation of the action plans emerging out of internal audit findings.

The Company was able to manage risks arising from Covid-19, through timely execution of the Business Continuity Management framework as well as safeguards on the IT infrastructure and systems as part of the work from home (WFH) environment.

In the Board''s view, there are no material risks, which may threaten the existence of the Company. Further details on risk assessment and its management are included in the Management Discussion and Analysis section, which forms a part of this Report.

COST RECORD

The provisions for maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

FRAUD REPORTING

During the year under review, Statutory Auditors and Secretarial Auditors have not reported any instances of frauds, committed in the Company by its officers or employees as specified under Section 143(12) of the Act.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of providing details relating to deposits, as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of investments made by the Company are provided in the note number six (6) of the notes to the Standalone Financial Statements. However, it has not extended any loans or provided any security falling under Section 186 of the Act, hence, disclosure required pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, do not attract for the FY 2021-22.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on materiality and on dealing with related party transactions, setting out the guidelines and procedures to be followed in respect of transactions entered into by the Company with its related parties. It contains framework and procedures to review, determination of materiality, approval or ratification and reporting of such related party transactions.

During the year under review, the Policy was revised in accordance with the amendments to applicable provisions of the Act and the Listing Regulations, and the said Policy duly approved by the Audit Committee and the Board of Directors is posted on website of the Company with web-link https://www.tciexpress.in/corporate-governance. aspx?invid=10.

All the related party transactions entered into by the Company during the financial year, were on an arm''s length basis and in the ordinary course of business and adheres to the applicable provisions of the Act and the Listing Regulations. All the related party transactions are placed before the Audit Committee for approval. Prior approval is obtained from the Audit Committee for foreseen related party transactions. Prior omnibus approval is also obtained for unforeseen related party transactions, subject to their value not exceeding '' 1.00 Crore (Rupees one Crore only)

per transaction. A statement of all related party transactions is presented before the Audit Committee and Board on a quarterly basis, specifying the nature, value, approval limits and other terms and conditions. The statement is supported by the certification from the Internal Auditor.

There were no materially significant related party transactions made by the Company, which may warrant approval of the shareholders. Accordingly, form number AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are not at arm''s length basis and also which are material and at arm''s length basis, is not required to be annexed to this Report, as it is not applicable.

The Company in terms of Regulation 23 of the Listing Regulations, submits disclosures of related party transactions to the Stock Exchange(s), in the format specified under the Listing regulations. The said disclosures can be accessed on the website of the Company and Stock Exchange(s).

Details of transactions entered into with related parties by the Company, during the FY 2021-22, is given under note number forty one (41) of the notes to Accounts, annexed to Standalone Financial Statements, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee duly formed by the Board of Directors, discharges its social responsibilities, as prescribed under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, which includes formulating and recommending to the Board of Directors, activities to be undertaken by the Company, as per Schedule VII to the Act. It is also responsible for framing Policy on CSR containing provisions for approach and directions given by the Board, guiding principles for selection, implementation and monitoring of activities as well as the formulation of annual action plan etc.

A brief note regarding your Company''s initiatives with respect to Corporate Social Responsibility, as required under sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is provided as Annexure-D to this Board''s Report in the prescribed format. The details pertaining to the composition, terms of reference, number of meeting held during the year and attendance of the CSR Committee Members at meeting are given in the Corporate Governance Report, which forms a part of this Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy and technology absorption, as required to be disclosed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are provided as Annexure -E to this Board''s Report.

SIGNIFICANT ORDERS ISSUED, IF ANY

There are no significant and material orders passed against the Company by the regulators or courts or tribunals, during the year ended 31st March, 2022, which would impact the going concern status of the Company and its future operations.

PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no proceedings have been initiated against the Company under the Insolvency and Bankruptcy Code, 2016, and no proceedings under the Insolvency and Bankruptcy Code, 2016, were pending at the end of the year.

ONE TIME SETTLEMENT AND VALUATION

During the year under review, the Company has not made any valuation or one time settlement, as prescribed under Section 134 of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors, to the best of their knowledge and ability, state the following:

1. That in the preparation of the annual Financial Statements for the financial year ended 31st March, 2022, all the applicable Accounting Standards have been followed and there were no material departures therefrom;

2. That such accounting policies have been selected and applied consistently and judgment & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and of the profit and loss of the Company for the financial year ended on that date;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

4. That the annual Financial Statements have been prepared under the going concern assumption;

5. That proper internal financial controls are in place and that the financial controls are adequate and are operating effectively;

6. That proper system has devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPRECIATION

Your Directors place on record their deep appreciation to each of its stakeholders and acknowledge the valuable contribution extended by them. The Directors also thank all the valued clients, vendors, business associates, shareholders, banks, financial institutions, stock exchanges, depositories, rating agencies and other stakeholders for their consistent support and encouragement to the Company.

In addition, we sincerely appreciate the commitment and dedicated efforts put in by our employees at all levels even in this difficult era of pandemic. Their commitment and contribution is deeply acknowledged. We look forward to continuing support and involvement of all our stakeholders.

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Mar 31, 2018

The Directors take immense pleasure in presenting their 10th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the year ended March 31, 2018.

FINANCIAL HIGHLIGHTS AND PERFORMACE

Ministry of Corporate Affairs has, vide notification dated February 16, 2015 introduced Indian Accounting Standards (Ind-AS) thereby repealing the earlier Accounting Standards. Ind-AS has become applicable to your Company w.e.f April 1, 2017. Accordingly, the Company has adopted and implemented the same for the preparation of Financial Statement for the financial year ended March 31, 2018. Kindly refer the Annual Financial Statement for further details of the transition to Ind-AS.

The summarized financial highlights of the Company for the year under review along with previous year figures are given below:

(Rs. in Lakhs)

(Particulars	2017-18	2016-17
Total Income	88,716.05	75,163.43
Profit/(Loss) before Interest, Depreciation, Taxation & Exceptional Item	9,273.08	6,326.45
Less: Interest (Net)	375.74	244.30
Less: Depreciation (Net)	520.86	431.39
Profit/(Loss) before Tax & Exceptional Item	8,376.48	5,650.76
Less: Exceptional Item	-	-
Profit/ (Loss) before Tax (PBT)	8,376.48	5,650.76
Less: Provision for Tax	2,536.88	1,902.06
Profit/(Loss) after Tax (PAT)	5,839.60	3,748.70

During the financial year ended March 31, 2018, your Company earned total income of RS.88,716.05 Lakhs as compared to RS.75,163.43 Lakhs in previous financial year and made a profit before tax of RS.8,376.48 Lakhs as compared to RS.5,650.76 Lakhs in previous financial year, and profit after tax of RS.5,839.60 Lakhs as compared to RS.3,748.70 Lakhs in previous financial year.

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

DIVIDEND

Based on the Company’s performance, your Board of Directors declared Interim Dividends as under:

Date of	Dividend Type	%age of	Dividend
Declaration		Dividend	Per Equity
		Declared	Share
November 1, 2017	1st Interim Dividend	50%	RS.1.00
January 31, 2018	2nd Interim Dividend	50%	RS.1.00

Further, the Board of Directors in its meeting held on May 25, 2018, has recommended a Final Dividend of 25% (RS.0.50 per equity share of RS.2/- each) for the financial year ended on March 31, 2018. The proposal is subject to the approval of Shareholders at the ensuing Annual General Meeting.

The Final Dividend, if approved shall be paid to the members whose names appear on Company’s Register of Members and whose name appear in the list of Beneficial Owner to be furnished by NSDL and CDSL as on the date of Book Closure.

TRANSFER TO GENERAL RESERVE

For Financial year ended March 31, 2018, the Company has transferred RS.4,000.00 Lakhs from its retained earnings to General Reserve.

SHARE CAPITAL AND LISTING OF EQUITY SHARES

During the year under review, there was no change in Share Capital of the Company. The Authorized, Issued, Subscribed and Paid up Capital of Company is as under:

Particulars	No. of Equity Shares of RS.2/- each	Amount (Rs. in Lakhs)
Authorised Share Capital	5,00,00,000	1,000.00
Issued, Subscribed and Paid Up Share Capital	3,82,88,725	765.77

The Company’s Equity Shares are listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE), having nationwide trading terminals.

EMPLOYEE STOCK OPTION

The shareholders of the Company in the 8th Annual General Meeting held on November 4, 2016, approved the Employee Stock Option Plan-2016.

During the year under review, the Nomination and Remuneration Committee of the Board of Directors granted Stock Option to the eligible employees. The vesting under the grant will start from the financial year 2018-19 and conclude in the year 2020-21.

In terms of the provisions of Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014, the detail of Employee Stock Option Plan-2016 is as under:

S. No	Particulars	Disclosure
1	Date of Shareholder’s approval	November 4, 2016
2	Total number of options approved under Employees Stock Option Plan 2016	9,57,218
3	Vesting requirements	Vesting period shall commence after 1 (One) year from the date of grant of Options and may extend upto 5 (Five) years from the date of grant in the manner prescribed by the Nomination & Remuneration Committee.
4	Exercise price or pricing formula	Under the Employee Stock Option Plan, the Exercise price of the Shares, will be the Market Price of the Shares one day before the date of the meeting of the Nomination & Remuneration Committee wherein the grants of options of that particular year will be approved. The Committee has a power to provide suitable discount or charge premium on such price as arrived above.
5	Maximum term of Options granted	The vesting of options granted under Employee Stock Option Plan, will take place maximum period of five years from the date of grant
6	Sources of shares (Primary, Secondary or Combination)	Primary
7	Variation in terms of Option	Not Applicable
8	Method used for accounting of ESOS (Intrinsic or fair value)	Fair value method

Options Movement - Financial Year 2017-18

S. No	Particulars	ESOP-2Q16
1	Number of options outstanding at the beginning of the period i.e. April 1, 2017	Nil
2	Number of options granted during Financial Year 2017-18	73,000
3	Number of options forfeited/ lapsed during Financial Year 2017-18	-
4	Number of options vested during Financial Year 2017-18	-
5	Number of options exercised during Financial Year 2017-18	-
6	Number of shares arising as a result of exercise of options	-
7	Money realized by exercise of options if scheme is implemented directly by the Company (In ‘)	-
8	Loan repaid by the Trust during the year from exercise price received	Not Applicable
9	Number of options outstanding at the end of the year i.e. March 31, 2018	73,000
10	Number of options exercisable at the end of the year i.e. March 31, 2018	73,000 (The options will be exercisable after One year from the date of grant of Option)
11	Employee’s details who were granted options during the year:
	(a) Key Managerial Personnel/ Senior Managerial Personnel			No. of Option Granted
		1	Mr. Phool Chand Sharma	40,000
		2	Mr. Mukti Lal	5,000
	(b) Any other employees who were granted, during any one year, options amounting to 5% or more of the options granted during the year	-
	(c) Identified Employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant
12	Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options (In H)	15.24
13	Where the Company has calculated employees compensation cost using the intrinsic value of stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if they had used fair value of the options. The impact of this difference on EPS of the Company	Not Applicable

14	Weighted average exercise price of options whose Exercise price is less than market price (In Rs.)		225.00
15	Weighted average fair value of options whose Exercise price is less than market price (In Rs.)		245.72
16	Method and Assumptions used to estimate the fair value of options granted during the year:
	Fair value has been calculated using the Black-Scholes Option Pricing model. The assumptions used in the model are as follows:
	Date of grant	May 23, 2017
	Vesting Particulars	Vest-1		Vest-2	Vest-3
	Vesting %age	30%		30%	40%
	Risk Free Interest Rate	6.476%		6.556%	6.675%
	Expected Life	1.08 yrs.		2.08 yrs.	3.08 yrs.
	Expected Volatility	32.08%		32.08%	32.08%
	Dividend Yield	0.26%		0.26%	0.26%
	Price of the underlying share in market at the time of the option grant (In Rs.)	440.85

During the year under review, the Board of Directors has not issued Equity Shares to the employees in terms of Employee Stock Option Plan-2016. The abovementioned details may be accessed on the Company’s website at the following link: http://www.tciexpress.in/annual-reports.asp

SUBSIDIARY, HOLDING, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31, 2018, the Company did not have any subsidiary or holding or joint venture or associate company as defined under Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

In terms of Article of Association and provisions of the Companies Act, 2013, Mr. Phool Chand Sharma, Director, is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment for the consideration of the members of the Company at the ensuing AGM.

Brief resume of the Director being re-appointed, nature of his expertise in specific functional areas, details of Directorship in other Companies, Membership / Chairmanship of Committees of the Board and other details, as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are forming part of the Annual Report.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Company’s Directors are disqualified from being appointed as a Director as specified in section 164 of the Companies Act, 2013.

The terms and conditions of appointment of the Independent Directors are placed on the Company’s website http://www.tciexpress.in/appointmentletters.asp

The Company has also placed the Director’s familiarisiation program on its website and the same can be accessed at http://www.tciexpress.in/pdf/FAMILARIZATION_PROGRAM.pdf

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Chander Agarwal-Managing Director, Mr. Phool Chand Sharma-Whole Time Director, Mr. Mukti Lal-Chief Financial Officer and Mr. Vinay Gujral-Company Secretary.

INDEPENDENT DIRECTORS’ MEETING

The details pertaining to separate meeting of Independent Directors, held during the year are provided in the Corporate Governance Report forming part of the Annual Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.

The performance of the Board was evaluated after seeking inputs from the Directors on the basis of the criteria such as the structure of Board, Meeting and Functions of the Board, evaluation of the performance of the Management, Committees of the Board etc. The criteria for performance evaluation of the individual Directors includes aspects such as qualification, experience, knowledge, contribution to the Board and Committee meetings etc.

MEETING OF BOARD OF DIRECTORS

During the year under review, Four (4) Board Meetings were convened and held. The details of the composition of the Board and of the Meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report forming part of Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

I. That in the preparation of the Annual Financial Statements for the year ended March 31, 2018 all the applicable Accounting Standards have been followed and there were no material departures therefrom:

II. That such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

III. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. That the Annual Financial Statements have been prepared under the going concern assumption;

V. That proper internal financial controls are in place and that the financial controls are adequate and are operating effectively;

VI. That proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

COMPOSITION OF AUDIT, NOMINATION & REMUNERATION, STAKEHOLDERS’ RELATIONSHIP AND CSR COMMITTEE

The composition of the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and CSR Committee of the Board of Directors and the details of meetings held, attendance of members at such meetings and other relevant information is provided in the Corporate Governance Report forming part of Annual Report.

RELATED PARTY TRANSACTIONS

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered into by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered material. Accordingly, there are no transactions that are required to be reported in form AOC-2. Details of the Related Party transactions is disclosed, pursuant to Ind AS 24 “Related Party Disclosures” in Note no. 37 of the Financial Statements forming part of the Annual Report.

The policy on Related Party Transactions may be accessed on the Company’s website at the following link: http://www.tciexpress.in/pdf/Policy_on_Related_Party_Transactions.pdf

VIGIL MECHANISM/WHITSLE BLOWER POLICY

The Company has adopted Whistle Blower Policy for reporting of instance of wrongful conduct including instances of unethical behavior, fraud or violation of Company’s Code of Conduct.

The Whistle Blower Policy is available on the website of the Company www.tciexpress.in

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place a proper and adequate system of Internal Financial Controls which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. In house Internal Audit department independently evaluates the adequacy of such controls. Independence of the audit and compliance is ensured by direct reporting of Internal Auditor to the Audit Committee of the Board. During the year, such controls were tested and no reportable material weakness in their design or operation was observed.

RISK MANAGEMENT

The Company has implemented a mechanism for Risk Management which is aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. The Audit Committee of the Board of Directors periodically reviews the Risk Management framework, identified risks with criticality and mitigation plans.

FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits in terms of the provisions of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under the Companies Act, 2013, as amended from time to time, is attached herewith as Annexure A.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31, 2018 in the prescribed form pursuant to the Companies Act, 2013 is attached herewith as Annexure B.

AUDITORS Statutory Auditors

The Shareholders of the Company in the 7th Annual General Meeting had appointed M/s. R.S. Agarwala & Co., Chartered Accountants, (Firm Registration No. 304045E) as Statutory Auditors of the Company for a period of five years to hold office till the conclusion of Annual General Meeting to be held in calendar year 2020.

The Company has obtained consent from the Auditors to such continued appointment and that they are eligible for such continuation of their appointment.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. There are no qualifications or observations in Auditors Report for the financial year 2017-18 which call for any explanation from the Board of Directors.

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act and therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had reappointed M/s. Vinod Kothari & Company, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report submitted by Secretarial Auditor in the prescribed form is attached herewith as Annexure C.

There are no qualifications or observations or other remarks of the Secretarial Auditors in their Report for the financial year 201718 which call for any explanation from the Board of Directors.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no material/significant orders passed against the company by the regulators as on March 31, 2018. Details of litigation on tax matters are disclosed in the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time, the Board of Directors of your Company have constituted a CSR Committee.

During the year under review, the initiatives taken by your Company, towards CSR have been detailed in the Annual Report on CSR Activities which is set out in Annexure-D to this Report. The Company has in place a CSR policy in conformity with the provisions of Companies Act, 2013 which can be accessed at http://www.tciexpress.in/pdf/CSR_Policy.pdf

REMUNERATION POLICY AND DISCLOSURE

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report forming part of Annual Report. The information as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is attached herewith as Annexure E.

CORPORATE GOVERNANCE REPORT

Corporate Governance refers to a set of systems, procedures and practices which ensures that the Company is managed in the best interest of all Corporate Stakeholders i.e. Shareholders, Employees, Suppliers, Customers and Society in general. Fundamentals of Corporate Governance includes transparency, accountability and independence.

A separate Corporate Governance compliance report as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 alongwith the required Certificate from the Statutory Auditor regarding compliance with the conditions of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section forming part of Annual Report.

CHANGE IN NATURE OF BUSINESS

During the year, there was no change in nature of business of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year, the Company has complied with all the applicable Secretarial Standards as issued by ICSI and MCA from time to time.

SEXUAL HARASSMENT POLICY

TCIEXPRESS is committed to promoting a work environment that ensures all employees are treated with dignity and there is no discrimination between individuals on the basis of their race, colour, gender, religion, political opinion, social origin, sexual orientation or age.

In terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, for protection against sexual harassment, your Company has formed a Complaint Committee to which employees can submit their complaints. There were no such complaints received during the year or pending as on March 31, 2018 for redressal.

HUMAN RESOURCES

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The company has well defined employee policies for all the stages of Employee Life Cycle (ELC), from hire-to-retire. The Company has structured talent management interventions from training programs to upgrade skills of employees to initiatives towards nurturing and retaining talent through Superior Learning & Organizational Development. This is a part of corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

CAUTIONARY STATEMENT

Statements made in the Annual Report, including those stated under the caption “Management Discussion and Analysis” describing the Company’s plans, executions, achievements, projections and expectations may include approximations and may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the assistance and co-operation received from Government of India and various State Governments, Financial Institutions, Banks, Shareholders, Business Associates of the Company etc.

The relationship with the employees remained cordial during the year. Your Directors wish to place on record their appreciation for the impressive growth achieved through the competence, hard work, solidarity, cooperation and support of the company’s employees at all levels.

For & on behalf of the Board

Place: Gurugram D.P Agarwal

Date: 25.05.2018 Chairman

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Mar 31, 2017

The Directors take immense pleasure in presenting their 9^th Annual Report on the business and operations of the Company along with the Audited Financial Statement for the year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

The summarized financial highlights of the Company for the year under review along with previous year figures are depicted below:

Particulars	(Amount in Lakhs)
	2016-17	2015-16
Total Income	75,523.63	0.25
Profit/(Loss) before Interest, Depreciation, Taxation & Exceptional Item	6,762.84	(1.40)
Less: Interest (Net)	187.32	-
Less: Depreciation (Net)	431.40	-
Profit/(Loss) before Tax & Exceptional Item	6,144.12	(1.40)
Less: Exceptional Item	-	-
Profit/ (Loss) before Tax (PBT)	6,144.12	(1.40)
Less: Provision for Tax-Current	2,013.87	-
Deferred	58.93	-
Taxes for earlier years	-	-
Profit/(Loss) after Tax (PAT)	4,071.32	(1.40)
Profit/ (Loss) for the year	4,071.32	(1.40)

SCHEME OF ARRANGEMENT

During the year under review, pursuant to the Scheme of Arrangement between Transport Corporation of India Limited (TCI) and TCI Express Limited (Company) and their respective shareholders and creditors, the XPS division of TCI demerged and vested into the Company. The Hon’ble High Court of Judicature at Hyderabad for the State of Telangana and the State of Andhra Pradesh sanctioned the Scheme of Arrangement vide its order dated June 14, 2016 and the Scheme became effective from August 11, 2016. The appointed date under the Scheme was close of business hours of March 31, 2016. Pursuant to the Scheme, the above financial results of the Company for the year ended March 31, 2017 are not comparable with the financial results for the previous year ended March 31, 2016.

FINANCIAL PERFORMANCE

During the financial year ended March 31, 2017, your Company earned total income of Rs. 75,523.63 Lakhs as compared to Rs. 0.25 Lakhs in previous financial year and made a profit before tax of Rs. 6,144.12 Lakhs compared to loss of Rs. 1.40 Lakhs in previous financial year, and profit after tax of Rs. 4,071.32 Lakhs as compared to loss of Rs. 1.40 Lakhs in previous financial year.

DIVIDEND

The Board, in its meeting held on January 31, 2017, has declared an interim dividend of 40% (Re. 0.80 per equity share of Rs. 2/- each) which was paid to the shareholders in the month of February, 2017.

Further, the Board in its meeting held on May 23, 2017, has recommended a final dividend of 40% (Re. 0.80 per equity share of Rs. 2/- each) for the financial year ended on March 31, 2017. The proposal is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

The Final Dividend, if approved by the shareholders in the ensuing Annual General Meeting, will be paid to those members whose names appear in the Register of Members and to those persons whose names appear as Beneficial owners as per the details to be furnished by National Securities Depository Limited and Central Depository Services (India) Ltd on the date of book closure.

TRANSFER TO GENERAL RESERVE

For Financial year ended March 31, 2017, the Company has transferred Rs. 2,500 Lakhs to General Reserve.

SHARE CAPITAL AND LISTING OF SHARES ON STOCK EXCHANGES

As on March 31, 2016, paid up share capital of the Company was Rs. 5,00,000/- divided into 50,000 equity shares of Rs. 10/- each. In terms of the Scheme of Arrangement, the said capital of Rs. 5,00,000/- has been extinguished and cancelled. Pursuant to the Scheme of Arrangement, the Company has issued and allotted fully paid 3,82,88,725 equity shares of Rs. 2/- each in the ratio of 1:2 to the shareholders ofTransport Corporation of India Limited on August 31, 2016. The Securities and Exchange Board of India vide its letter dated December 6, 2016, has granted the necessary relaxation under Rule19(2)(b) of Securities Contracts (Regulation) Rules, 1957, for the listing of the aforesaid equity shares of the Company and consequently trading commenced with effect from December 15, 2016 on BSE Ltd. and National Stock Exchange of India Limited.

EMPLOYEE STOCK OPTION PLAN-2016

The shareholders of the Company in the 8^th Annual General Meeting held on November 4, 2016, approved the Employee Stock Option Plan-2016. In terms of the provisions of Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014, the detail of Employee Stock Option Plan-2016 is hereunder:

S. No	Particulars	Disclosure
1	Date of Shareholder’s approval	November 4, 2016
2	Total number of options approved under Employees Stock Option Plan 2016	957218
3	Vesting requirements	Vesting period shall commence after 1 (One) year from the date of grant of Options and may extend upto 5 (Five) years from the date of grant in the manner prescribed by the Nomination & Remuneration Committee.
4	Exercise price or pricing formula	Under the Employee Stock Option Plan, the Exercise price of the Shares, will be the Market Price of the Shares one day before the date of the meeting of the Nomination & Remuneration Committee wherein the grants of options of that particular year will be approved. The Committee has a power to provide suitable discount or charge premium on such price as arrived above.
5	Maximum term of Options granted	The vesting of options granted under Employee Stock Option Plan, will take place over a period of five years from the date of grant
6	Sources of shares (Primary, Secondary or Combination)	Primary
7	Variation in terms of Option	N.A
8	Method used for accounting of ESOS (Intrinsic or fair value)	Fair value method
9 (a)	Difference, if any, between employee compensation cost calculated using the intrinsic value of stock options and employee compensation cost calculated on the basis of fair value of stock options	N.A
(b)	Impact on the profits of the Company and the earnings per share(“EPS”)arising due to difference in the accounting treatment and for calculation of the employee compensation cost (i.e. difference of the fair value of stock options over the intrinsic value of the stock options)	N.A
10	Weighted average exercise price and weighted average fair value of options whose exercise price either equals or exceeds or is less than market price of the stock.	No options has been granted and exercised as on March 31, 2017

During the year under review, the Board of Directors has not granted any options to the employees in terms of Employee Stock Option Plan-2016.

SUBSIDIARY, HOLDING, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31, 2017, the Company did not have any subsidiary or holding or joint venture or associate company as defined under Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

The shareholders in the 8^th Annual General Meeting held on November 4, 2016 has approved the appointment/ regularization of following Director(s):

- Mr. Chander Agarwal and Mr. Phool Chand Sharma were appointed as Managing Director and Whole Time Director respectively, for a period of five years, with effect from August 18, 2016.

- Mr. D.P. Agarwal and Mr. Vineet Agarwal were regularized as Non-Executive Non Independent Directors of the Company, whose offices are liable to retire by rotation.

- Mr. Murali Krishna Chevuturi, Mr. Ashok Kumar Ladha, Mr. Prashant Jain and Mrs. Manisha Agarwal were appointed as Non-Executive Independent Directors of the Company, for a period of five consecutive years, whose offices are not liable to retire by rotation.

Post last Annual General Meeting held on November 4, 2016, Mrs. Manisha Agarwal has resigned from the Directorship of the Company effective from January 31, 2017. Subsequent to resignation of Mrs. Manisha Agarwal, the Board of Directors has appointed Mrs. Taruna Singhi, as Additional Director in category of Non-Executive Independent Director w.e.f. January 31, 2017. In terms of Section 161 of the Companies Act, 2013, she will hold office up to the date of this Annual General Meeting. The Company has received notice from a member proposing the candidature of Mrs. Taruna Singhi for appointment as Director. Accordingly, the requisite resolution for her appointment will be placed before the shareholders for their approval.

Pursuant to the Companies Act, 2013 and rules made thereunder, Mr. Vineet Agarwal, Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment.

Brief resumes of the Directors being appointed/re-appointed, nature of their expertise in specific functional areas, details of Directorship in other Companies, Membership / Chairmanship of Committees of the board and other details, as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are forming part of the Annual Report.

The Independent Directors have submitted their respective declarations of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence specified in the Act and the Rules made thereunder as also under Regulation 25 of the SEBI (Listing Obligations and Disclsoure Requirements) Regulations, 2015.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Chander Agarwal, Managing Director, Mr. P C. Sharma, Whole Time Director, Mr. Mukti Lal, Chief Financial Officer and Mr. Vinay Gujral, Company Secretary.

INDEPENDENT DIRECTORS’ MEETING

The details pertaining to separate meeting of Independent Directors, held during the year are provided in the Corporate Governance Report forming part of the Annual Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and guidance note issued by SEBI vide its circular dated January 5, 2017.

The performance of the Board was evaluated after seeking inputs from the Directors on the basis of the criteria such as the structure of Board, meeting and functions of the Board, evaluation of the performance of the Management, Committees of the Board etc. The criteria for performance evaluation of the individual Directors includes aspects on qualification, experience, knowledge, contribution to the Board and Committee meetings etc.

MEETING OF BOARD OF DIRECTORS

During the year under review, five (5) Board Meetings were convened and held. The Details of the composition of the Board and its Meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report forming part of Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act., 2013

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

- That in the preparation of the Annual Financial Statements for the year ended March 31, 2017, all the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any;

- That such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

- That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Annual Financial Statements have been prepared under the going concern assumption;

- That proper internal financial controls are in place and that the financial controls are adequate and are operating effectively;

- That proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

COMPOSITION OF AUDIT AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The composition of the Audit Committee and CSR Committee of the Board of Directors and their meeting held, attendance of members at such meeting and other relevant information is provided in the Corporate Governance Report forming part of Annual Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval is obtained for unforeseen related party transactions. Related Party Transactions entered including omnibus approval are audited by the Internal Auditor and a statement giving details of all Related Party Transactions is placed before the Audit Committee for review and approval on a quarterly basis.

During the year under review, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has entered into material related party transactions, subject to the approval of shareholders in this Annual General Meeting. All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business.

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in the prescribed format is attached herewith as Annexure A.

The policy on Related Party Transactions may be accessed on the Company’s website at the following link: http://www. tciexpress.in/pdf/Policy%20on%20Related%20Party%20 Transactions.pdf

VIGIL MECHANISM/WHITSLE BLOWER POLICY

The details pertaining to Vigil Mechanism/ Whistle Blower Policy of the Company are provided in the Corporate Governance Report forming part of Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is carried out by the Internal Audit Department headed by the Internal Auditor.

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee, Statutory Auditors and the Operational Heads are periodically apprised of the internal audit findings and corrective actions taken. The Audit plays a key role in providing assurance to the Board of Directors. The significant audit observations and corrective actions taken by the management are presented to the Audit Committee.

To maintain its objectivity and independence, the Internal Auditor directly interacts with the Chairman and other members of the Audit Committee. The Company has adequate internal controls and processes in place with respect to financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The processes and controls of Internal Audit are reviewed periodically.

RISK MANAGEMENT

The Company has devised and implemented a mechanism for risk management. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing operational risks is comprehensive and includes periodic review of such risks and a framework for identifying and addressing the risks has been laid down by the Board of Directors. The Audit Committee of the Board of Directors periodically reviews the Risk Management framework, identified risks with criticality and mitigations plans.

FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposits in terms of the provisions of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as stipulated under the Companies Act, 2013, as amended from time to time, is attached herewith as Annexure B.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31, 2017 in the prescribed form, pursuant to the Companies Act, 2013 is attached herewith as Annexure C.

AUDITORS

Statutory Auditors

The Shareholders of the Company in the 7^th Annual General Meeting had appointed M/s. R.S Agarwala & Co., Chartered Accountants, Kolkata, as Statutory Auditors of the Company for a period of five years to hold office till the conclusion of Annual General Meeting to be held in calendar year 2020, subject to ratification by the shareholders in every Annual General Meeting.

M/s. R.S Agarwala & Co., Statutory Auditors have expressed their willingness and confirmed their eligibility to the effect that their re-appointment, if made, would be with in the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment/ratification. Members are requested to ratify the appointment and fix their remuneration.

There are no qualifications or observations or other remarks of the Auditors in the Report issued by them for the financial year 2016-17 which call for any explanation from the Board of Directors.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report submitted by Secretarial Auditor in the prescribed form is attached herewith as Annexure D.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2016-17 which call for any explanation from the Board of Directors.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no material/significant orders passed against the company by the regulators as on March 31, 2017. Details of litigation on tax matters are disclosed in the financial statement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loans, Guarantees and Investments made by the Company under Section 186 of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of section 135 read with Schedule VII of the Companies Act, 2013 were not applicable on the Company. Accordingly, there was no amount required to be spent on Corporate Social Responsibility. Further, the Board has duly constituted a CSR committee and also framed a CSR policy in conformity with the provisions of Companies Act, 2013. The provisions of section 135 of the Companies Act, 2013 pertaining to CSR expenditure will apply to the Company effective from financial year 20 17-18. The CSR policy of the Company can be accessed at http://www. tciexpress.in/pdf/CSR%20Policy.pdf

REMUNERATION POLICY AND DISCLOSURE

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report forming part of Annual Report

The information as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is attached herewith as Annexure E.

CORPORATE GOVERNANCE REPORT

The Equity Shares of the Company got listed and permitted to trade on BSE Ltd. and National Stock Exchange of India Limited w.e.f December 15, 2016. Hence, compliance with the provisions of Corporate Governance norms as specified under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is applicable to the Company from the date of listing i.e December 15, 2016. Accordingly, a separate Corporate Governance compliance report as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 alongwith the required Certificate from the Statutory Auditors regarding compliance with the conditions of Corporate Governance, during the financial year ended March 31, 2017 are forming part of Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Management Discussion and Analysis Report as required under SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section, forming part of Annual Report.

SEXUAL HARASSMENT POLICY

In terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, it is mandatory to disclose status of sexual harassment related complaints in the Annual Report. For protection against sexual harassment, your Company has formed a Complaint Committee to which employees can submit their complaints. There were no such complaints received during the year or pending for redressal as on March 31, 2017.

HUMAN RESOURCES

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. The Company has a structured induction process and management development programs to upgrade skills of employees. The Company is committed towards nurturing, enhancing and retaining talent through superior Learning & Organizational Development. This is a part of corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

CAUTIONARY STATEMENT

Statements in this Directors’ Report and in Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward looking statements” within the meaning of applicable Securities Laws and regulations. Actual results could differ materially from those expressed or implied.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, Financial Institutions, Banks, Shareholders, Suppliers/Vendors and Bussiness Associates of the Company etc.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For & on behalf of the Board

Place: Gurugram D.P. Agarwal

Date: 23.05.2017 Chairman

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Mar 31, 2016

Dear Members

The Directors have pleasure in presenting the 8th Annual Report on the business and operations together with the Audited Financials Statement for the financial year ended March 31, 2016.

Financial Results

The Financial Results of your Company for the financial year ended as on March 31, 2016 are summarized below:

Particulars	(Amount in Rs)
	2015-16	2014-15
Income	25,416	15,602
Expenditure	165,924	11,418
Profit /(Loss) before Tax	(140,508)	4,184
Current Tax	-	1,293
Tax for earlier year	369	-
Profit /(Loss) after Tax	(140,877)	2,891

During the year under review, your Company has earned total Income of Rs. 25, 416 as compared to Rs. 15,602 in the previous year and incurred loss after tax of Rs. (140,877)as compared to profit after tax of Rs. 2,891 in the previous year.

Review of Operations

As per the terms of Scheme of Arrangement between Transport Corporation of India Limited (Demerged Company) and TCI Express Limited (Resulting Company and/or Company) and their respective Shareholders and Creditors, with effect from the Appointed Date i.e closing of business hours of March 31, 2016, the XPS Division of Demerged Company has, pursuant to the provisions contained in Sections 391 to 394 and all other applicable provisions, if any, been transferred to and vested in the Company.

Dividend

The Board of Directors considering the Company''s performance and financial position for the year under review, has not recommended any dividend on Equity Shares of the Company for the financial year ended March 31, 2016.

Scheme of Arrangement

The Scheme of Arrangement between the Company and its parent Company, Transport Corporation of India Ltd. (TCI ) for Demerger and Transfer of XPS division of TCI into the Company pursuant to Sections 391 to 394 of the Companies Act, 1956 was sanctioned by the Hon''ble High Court of Hyderabad vide its order dated June14, 2016. Post filing of High Court order with Registrar of Companies, Hyderabad, the said Scheme has become effective from August 11, 2016, the appointed date being closing business hours of March 31, 2016.

Pursuant to the Scheme, the shareholders of TCI have been allotted one Equity Share of Rs. 2/- each of the Company for every two Equity Share of Rs. 2/- each held in TCI as on August 29, 2016, being the Record Date fixed for the purpose. These shares are proposed to be listed on National Stock Exchange of India Ltd. & BSE Ltd. Issue and Allotment of Equity Shares

Pursuant to clause 14 of the Scheme of Arrangement, the Board of Directors of the Company have been issued and allotted 3,82,88,725 fully paid Equity Shares of Rs. 2/- each to the shareholders of M/s. Transport Corporation of India Limited who are holding shares as on Record date i.e August 29, 2016. Post allotment of Equity Shares, the necessary procedures for listing of Equity Shares shall be initiated and the same will be completed in due course.

Share Capital

Upon the coming into effect of the Scheme, the Authorized Share Capital of the Company shall stand increased from Rs. 10,00,000/- (Rupees Ten Lakh only) divided into 1,00,000 Equity Shares of Rs.10/- (Rupees Ten) each to Rs. 10,00,00,000/-(Rupees Ten Crore only) divided into 5,00,00,000 Equity Shares of Rs. 2/- (Rupees Two) each.

As envisaged in the Scheme of Arrangement, upon scheme being effective and upon issue and allotment of new equity shares of the Company to the Shareholders of Demerged Company, the paid up share Capital of Rs. 5,00,000/- (Rupees Five Lakh only) divided into 50,000 Equity Shares of Rs. 10/- (Rupees Ten) each stands cancelled.

Change in name and nature of business of the Company

Your Company was originally incorporated as TCI Properties (Pune) Limited under the provisions of the Companies Act, 1956 with Registrar of Companies. The name of the Company was changed to TCI Express Limited and fresh certificate of Incorporation was issued by the Registrar of Companies dated October 8, 2015. During the year, the Memorandum and Article of Association of the Company were changed with the approval of shareholders at the Extra Ordinary General Meeting held on September 18, 2015.

Extension of Time for Holding Annual General Meeting

In view of delay in process of Scheme of Arrangement between Transport Corporation of India Limited and TCI Express Limited and their respective Shareholder and Creditors, your Board of Director has sought extension of time for holding Annual General Meeting of the Company.

Accordingly, the Registrar of Companies, Hyderabad vide its letter dated August 30, 2016, has granted 3 months'' time from the due date i.e September 30, 2016 for holding Annual General Meeting for financial year 2015-16.

Management Discussion and Analysis Report

A detailed Management Discussion and Analysis Report as required under SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 is forming part of this Annual Report.

Subsidiaries Companies/Joint Ventures/ Associates Companies

There is no Subsidiary/Joint Venture/Associate Companies as on March 31, 2016.

Directors, Key Managerial Personnel & Evaluation

Directors:

Mr. VBK Rao has resigned w.e.f April 30, 2015 and Mr. Ashish Tiwari, Mr. Deepak Jain & Mr. Rameshwar Lal has resigned w.e.f October 7, 2015 from the Board of Directors of the Company. The Board places on record its sincere appreciation for the valuable contributions made by them during their tenure.

The Board of Directors has appointed Mr. D P Agarwal, Mr. Vineet Agarwal and Mr. Chander Agarwal as Additional Directors w.e.f October 8, 2015. Mr. Chander Agarwal has further been appointed as Managing Director, (subject to the approval of shareholders), w.e.f August 18, 2016 for a period of five years effective from August 18, 2016 to August 17, 2021 and designated as Key Managerial Personnel of the Company.

Mr. Phool Chand Sharma has been appointed as Additional Director, w.e.f August 18, 2016. Mr. Phool Chand Sharma has been further appointed as Whole Time Director, (subject to the approval of shareholders)for a period of five years effective from August 18, 2016 to August 17, 2021 and designated as Key Managerial Personnel of the Company.

Mr. Murali Krishna Chevuturi, Ms. Manisha Agarwal, Mr. Prashant Jain & Mr. Ashok Kumar Ladha have been appointed as an Additional Directors w.e.f August 18, 2016. The requisite resolutions for appointment of aforesaid Managing Director/Directors will be placed before the shareholders for their approval.

Since all Directors will be appointed in the ensuing Annual General Meeting of the Company, there is no Director who will retire by rotation in the ensuing Annual General Meeting.

Brief resume(s) of the abovementioned Director(s), nature of their expertise in specific functional area, detail of Directorship in their Companies and the membership/chairmanship of committee(s) of the Board, as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are given in Annual Report.

Pursuant to the provisions of Companies Act, 2013 and SEBI Regulations, the Board of Directors will approve the criteria for performance evaluation of all Directors and the Board as whole. Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company will impart familiarize program/training to new Directors.

KMP :

The Board of Directors has appointed Mr. Mukti Lal as Chief Financial Officer and Mr. Vinay Gujral as Company Secretary & Compliance Officer and designated them as Key Managerial Personnel of the Company w.e.f. August 18, 2016.

Meetings of the Board of Directors

The Board of Directors of your Company have met Ten (10) times during Financial Year 2015-16.

A detailed information on the Board, its composition and attendance of the Directors are provided in the Report of Corporate Governance, forming part of the Annual Report.

Policy on Directors ‘appointment and remuneration

The Policy on Directors'' Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, will be adopted by the Board of Directors.

Statement of Particulars of Employees and Related Disclosures Disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not required, since there was neither any Employee nor any Director receiving remuneration in financial year ended March 31, 2016.

Public Deposits

During the year under review, your Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

Extract of Annual Return

In accordance with the provisions of section 92 & 134 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on March 31, 2016 in Form MGT-9 is annexed herewith as Annexure-1 forming part of Annual Report.

Statutory Auditors and Auditors'' Report

The Shareholders of the Company in their Annual General Meeting held on July 28, 2015 had appointed M/s. R.S Agarwala & Co., Chartered Accountants, Kolkata, as Statutory Auditors of the Company for a period of five years to hold office till the conclusion of Annual General Meeting to be held in calendar year 2020, subject to ratification by the shareholders in every Annual General Meeting. M/s. R.S Agarwala & Co., Statutory Auditors have expressed their willingness and confirmed their eligibility to the effect that their re-appointment/ratification, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment/ratification. Members are requested to ratify the appointment and authorize the Board to fix their remuneration and pay out of pocket expenses.

The Auditors'' observations are self-explanatory and do not call for any further comments.

Secretarial Auditor

The provisions of section 203 of the Companies Act, 2013 are not applicable on the Company for financial year 2015-16.

Significant and Material Orders passed by the Regulators or Court

There are no significant and material order(s) passed by the Regulators/Court that would impact the going concern status of the Company.

Particulars of Loan Given, Investment & Guarantee

The particulars of the Loans given, investment made, guarantee given, securities provided as on March 31, 2016 are provided in financial Statement forming part of Annual Report.

Internal Control System and their Adequacy

Your Company has an internal control system including financial control and these are sufficient and functioning effectively. In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company.

Corporate Social Responsibility

The provisions of the section 135 of the Companies Act, 2013 are not applicable on the Company for financial year 2015-16.

Transaction with Related Party

The Company has not entered into Related Party Transaction(s) during the year under review. Accordingly, the disclosures of related party transaction(s) as required under section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable. The Company will formulate Policy on Related Party Transaction(s) and the same will be uploaded on the website of the Company.

Risk Management

The Company has laid down procedure to inform the Board of Directors about the risk assessment and minimization procedures. These procedure are periodically reviewed to ensure management consequently control the risk.

Corporate Governance

A separate section on Corporate Governance Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of Annual Report.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm:

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

b) That they have 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) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

e) That proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively; and

f) That proper internal financial controls have been laid down and that such internal financial controls are adequate and are operating effectively.

Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

A. Conservation of Energy:

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continues efforts are being put for conservation of energy and minimizing power cost.

B. Technology Absorption:

We are well aware of latest technology being available in our field of operation. Necessary training is imparted to the relevant people from time to time to make them well acquainted with the latest technology.

C. Foreign Exchange Earning and Outgo:

During the year under review, there was no inflow or outgo of Foreign Exchange.

Acknowledgments and Appreciation

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s employees.

For and on behalf of the Board of Directors

Place : Gurgaon D P Agarwal

Date : 31st August, 2016 Chairman