Transport Corporation of India Ltd

Your Board of Director's (the "Board") have immense pleasure in presenting the Thirtieth (30th) Annual Report of Transport Corporation of India Ltd., (the "Company" or "TCI") together with the Audited Financial Statement (Standalone and Consolidated) for the Financial Year ("FY") ended 31st March, 2025.

The Company's financial performance for the FY ended 31st March, 2025:

(Rs in Mn)

On consolidated basis, the revenues were at ' 45,385 Mn as compared to ' 40,700 Mn in the previous year with a growth of 11.5% while the profit after tax stood at ' 4,161 Mn as compared to ' 3,545 Mn in the previous year resulting in growth of 17.4%.

On standalone basis, the revenues were at ' 40,588 Mn as compared to ' 37,116 Mn in the previous year with a growth of 9.4% while the profit after tax stood at ' 3,959 Mn as compared to '3,225 Mn in the previous year with an increase of 22.8%.

For FY 2024-25, ' 2,500 Mn were transferred to General Reserves.

The performance of the Company is detailed out in the Management Discussion and Analysis Report ("MDA"), which forms part of the Annual Report.

In terms of Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 SEBI (Listing Regulations), the Board of Directors of the Company had adopted the Dividend Distribution Policy which is available on the Company's website at the web link i.e. https://cdn.tcil.in/website/tcil/policies/Dividend%20Distribution%20Policy.pdf

Further, In line with the above policy, the Board during the year, has declared and paid interim dividends as tabulated below:

There was no change in nature of the business of the Company during the financial year ended on 31st March, 2025.

During the year under review, the Hon'ble National Company Law Tribunal (NCLT), Hyderabad Bench, approved the Scheme of Amalgamation under Section 232 read with Section 230 and Section 234 and other applicable provisions of the Companies Act, 2013, along with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and the SEBI Listing Regulations.

The Scheme involved the amalgamation of TCI Ventures Limited (Transferor Company-1), a wholly owned subsidiary, and Stratsol

Logistics Private Limited (Transferor Company-2), a step-down wholly owned subsidiary, with Transport Corporation of India Limited (Transferee Company), along with their respective shareholders and creditors. The NCLT approved the Scheme vide its order dated 14th August, 2024.

Following the filing of the NCLT order with the Registrar of Companies, Hyderabad, the Scheme became effective from 19th August, 2024.

During the year under review, the Board of Directors, in its meeting held on 24th August, 2024, approved a share buyback in accordance with the Companies Act, 2013, the SEBI (Buyback of Securities) Regulations, 2018, and the SEBI Listing Regulations.

As per the approved proposal, the Company offered to buy back up to 13,33,333 equity shares, representing approximately 1.72% of the total paid-up equity share capital as of 31st March, 2024, at a price of '1,200 per share, payable in cash.

The buyback was conducted on a proportionate basis through the tender offer route, utilizing the stock exchange mechanism, for a total consideration of up to '1,600 million (excluding tax on buyback).

c. No material change and/or commitment affecting the financial position of your Company has occurred between 1st April, 2025 and the date of signing of this Report.

During the year under review, 1,97,795 Equity Shares were allotted to the eligible employees of the Company upon exercise of stock options, as under:

These Shares rank pari passu with the existing Equity Shares of the Company, in all respects. The Company has not issued any Equity Shares with differential rights, sweat Equity shares or bonus shares during the year under review.

During the year under review, 13,33,333 Equity Shares, representing approximately 1.72% of the total paid-up equity share capital as of 31st March, 2024,, were bought back through tender route, at a price of '1,200 per share, payable in cash.

Pursuant to the allotment of shares under the Employee Stock Option Plan (ESOP) and the buyback of shares, the paid-up equity share capital of the Company stands at 7,66,08,762 Equity Shares of face value '2 each, aggregating to '15,32,17,524.

Pursuant to Employee Stock Option Plan 2017- 4th, 5th and 6th tranche, 1,97,795 Equity Shares were allotted to the eligible employees of the Company during the year under review.

With regard to the above, the disclosures as stipulated under the SEBI Regulations as on 31st March 2025 are provided in Annexure-I to this report.

The details of unpaid or unclaimed dividend(s) & Shares transferred to Investor Education and Protection Fund ("IEPF") during the year, pursuant to the applicable provisions of the Companies Act, 2013 ("the Act"), read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and the dividend(s) which are due for transfer to IEPF in the forthcoming years, are provided in the Corporate Governance Report forming part of this Annual Report.

The Company has 8 subsidiaries, 1 Joint venture Company and 1 Associate Company.

During the year, in accordance with the Scheme of Amalgamation under Section 232 read with Section 230 and Section 234 and other applicable provisions of the Companies Act, 2013, as duly approved by the Hon'ble National Company Law Tribunal (NCLT), Hyderabad Bench, TCI Ventures Limited (a wholly owned subsidiary) and Stratsol Logistics Private Limited (a step-down wholly owned subsidiary) were merged with the Company and consequently stood liquidated. The Scheme became effective on 19th August, 2024, upon filing of the NCLT order with the Registrar of Companies, Hyderabad, resulting in the dissolution of the aforementioned subsidiaries, joint venture and associate from that date.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

The audited financial statement including the consolidated financial statement of the Company and annual accounts of the subsidiaries are available on the website of the Company at www.tcil.com. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary at secretarial@tcil.com.

Based on the financials as of 31st March, 2025, TCI-CONCOR Multimodal Solutions Private Limited meets the criteria for being classified as a material subsidiary and will therefore be regarded as such.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the Company's website at the web link i.e. https://tcil.com/wp-content/ uploads/2025/01/Policy-on-Material-Subsidiary.pdf

Mr. Vikrampati Singhania (DIN: 00040659), Independent Director of the Company would be completing his 1st term of five years on 4th July, 2026, pursuant to the recommendations of the Compensation/Nomination and Remuneration Committee and subject to the approval of the Shareholders, the Board at their meeting held on 14th May, 2025, has approved his reappointment as Independent Director for a further term of 5 consecutive years commencing from 5th July, 2026 upto 4th July, 2031.

As per the provisions of Section 152 of the Act, Mr. S N Agarwal (DIN: 00111187) and Mr. D P Agarwal (DIN: 00084105), Directors are retiring by rotation and being eligible, offer themselves for re-appointment. A resolution seeking approval of the members for reappointment and their brief resume along with other details as stipulated under the SEBI Listing Regulations, form part of the Notice of the AGM.

Furthermore, since Mr. S N Agarwal has attained the age of 80 years, a resolution proposing his continuation of term on attaining age of 80 years during his second term pursuant to Regulation 17(1 A) of SEBI Listing Regulations, forms part of the Notice of AGM.

Ms. Archana Pandey, Company Secretary & Compliance Officer has resigned from the Company effective from closing business hours of 15th May 2025. While the Company is in the process of identifying and appointing a suitably qualified individual to the role of Company Secretary and Compliance Officer. The Board has authorized Mr. Ashish Kumar Tiwari, Group CFO and KMP to temporarily oversee compliance-related responsibilities.

Your Directors hereby confirm that:

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

b. the Directors 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 FY 2024-25 and of the profit of the Company for that period;

c. the Directors have taken proper and sufficient care 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;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws and that such systems and processes are operating effectively.

The Company has obtained the necessary declarations from all its Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, as well as Regulation 16(1)(b) and Regulation 25(8) of the SEBI Listing regulations. These declarations confirm that the Independent Directors meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013.

Furthermore, the Independent Directors have affirmed that they are not aware of any circumstances or situations either existing or reasonably anticipated that could affect their ability to exercise objective and independent judgment in discharging their duties. They have also confirmed their adherence to the Code for Independent Directors as outlined in Schedule IV of the Act.

The Company's policy on the appointment and remuneration of Directors including the criteria for assessing qualifications, positive attributes, independence, and other relevant factors as stipulated under Section 178 of the Companies Act is available on the Company's website at the web link i.e. https://tcil.com/wp-content/uploads/2024/04/Nomination- and-Remuneration-Policy.pdf

A summary of this policy is provided in the Corporate Governance Report, which forms part of the Annual Report.

Information regarding training and familiarization programs for Independent Directors can be accessed at the web link i.e. https://tcil.com/wp-content/uploads/2025/07/Familiarisation-Programme-for-Independent-Directors-IDs. pdf

In accordance with the relevant provisions of the Act and SEBI Listing Regulations, the Board conducted its annual performance evaluation, which included an assessment of its own functioning, that of individual Directors, and the effectiveness of its committees.

The Compensation/Nomination and Remuneration

Committee (CNRC) established the criteria and process for evaluating the performance of the Board, its committees, and the Directors. In a separate meeting, the Independent Directors assessed the performance of the Non-Independent Directors, the Board as a whole, and its committees.

Additionally, they reviewed the performance of the Chairman, taking into consideration the feedback from both Executive and Non-Executive Directors. The outcomes of these evaluations were subsequently discussed during the CNRC and Board meetings that followed, where inputs from Directors on the functioning of the Board and its Committees were also deliberated.

During the financial year ended 31st March, 2025, five Board Meetings were conducted. The interval between any two consecutive meetings did not exceed 120 days. For further details on the Board meetings, please refer to the Corporate Governance Report forming part of this Annual Report.

As of 31st March, 2025, the Board of Directors has established the following Committees:

I. Audit Committee;

II. Risk Management Committee;

III. Stakeholders Relationship Committee;

IV. Compensation/Nomination & Remuneration Committee;

V. Corporate Social Responsibility Committee;

VI. Share Transfer Committee;

VII. Corporate & Restructuring Committee; and

VIII. Executive Authorization Committee.

Details regarding the composition of the Board and its Committees, along with any changes, are provided in the Corporate Governance Report.

As per the provisions of the Companies Act, 2013 and rules made thereunder, the Company at its 27th Annual General Meeting ("AGM") held on 2nd August, 2022 had approved the re-appointment of M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No. 000511S) as Statutory Auditor for the 2nd term of 5 consecutive years commencing from the conclusion of 27th AGM till the conclusion of the 32nd AGM to be held in the year 2027.

The Statutory Auditors' Report for FY 2024-25 does not contain any qualification, reservation or adverse remark or disclaimer.

The Secretarial Audit was carried out by M/s. Vinod Kothari & Company, Practicing Company Secretaries for FY 2024-25. The Report given by the Secretarial Auditors is annexed as Annexure-II and forms an integral part of this Report.

The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

During the year under review, under Section 143 (12) of the Act, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, any instances of material fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board's Report.

SEBI's amendments to the SEBI Listing Regulations, effective from April 1,2025, introduce Regulation 24A(2), governing the appointment, tenure, and removal of Secretarial Auditors for listed entities.

As per the amended SEBI Listing Regulations, the Company is required to appoint the Secretarial Auditors for a period of 5 years. In line with these provisions, the Board recommends the appointment of M/s. Vinod Kothari & Company, Practicing Company Secretaries, Kolkata (Firm Registration No. P1996WB042300), for a term of five years, commencing from FY 2025-26 upto FY 2029-30, subject to shareholder approval at the upcoming AGM.

The appointment is being made in accordance with the prescribed tenure limits and the company's governance framework. The explanatory statement accompanying the AGM notice will provide the proposed fees, terms of appointment, and the rationale for the recommendation, including the credentials of the proposed auditor.

Pursuant to Section 138 of the Act & rules made thereunder, Mr. Naveen Gupta, a qualified Chartered Accountant in whole time employment of the Company, acts as Chief Internal Auditor of the Company to conduct the Internal Audit.

The Company is mandated to maintain cost records for its Energy Division as per the requirements specified by the Central Government under Section 148(1) of the Act. Accordingly, the necessary records are being maintained by the Company.

However, the Company does not fall within the statutory threshold prescribed under Section 148 of the Act and the corresponding rules for conducting a Cost Audit.

The information required under Section 197 of the Act, is given under Annexure-III to this Report.

The statement as required under Section 197(12) of the Act & rules made thereunder, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure.

In terms of Section 136 of the Act, the said annexure is open for inspection and any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2025, forms part of notes to the standalone financial statements and are provided in this Annual Report.

During the year under review, all contracts / arrangements / transactions entered by the Company with the related parties were in the ordinary course of business and on arm's length basis.

There were no transactions during the year under review attracting the provisions of Section 188(1) of the Act. Hence, information in Form AOC-2 is not applicable.

Further, during the year, the Company had not entered into any contract(s)/ arrangement(s) / transaction(s) with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, as approved by the Audit Committee and the Board of Directors, is placed on the Company's website at the web link i.e. https://cdn.tcil.in/ website/tcil/policies/Related%20party%20transaction%20 policy%202021-22.pdf

The Company primarily undertakes social initiatives through its CSR arm "TCI Foundation" in the areas of healthcare, education, sports, community development, skill development, employment generation and environment protection etc.

As per the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, TCI Foundation is duly registered for undertaking CSR activities with Registration number CSR00000298.

The Company's CSR Policy is available on its website at the web link i.e. https://cdn.tcil.in/website/tcil/policies/CSR%20 POLICY%202023.pdf

The Annual Report on CSR activities in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-IV to the Boards' Report.

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

The details in respect of internal financial control and their adequacy are included in the MDA, which forms part of this Annual Report.

Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for Directors and employees to report to the management, instances of unethical, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Ethics and Whistle Blower Policy provides for direct access to the Chairman of the Audit Committee. The policy is put up on the Company's website and can be accessed at the web link i.e. https://tcil.com/wp-content/uploads/2025/07/ Ethics-and-Whistle-Blower-Policy.pdf

During the year, no complaints/grievances were filed under the mechanism.

The Risk Management Committee ("the Committee") is tasked to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee reviews the risks applicable on the Company at regular intervals and the necessary steps being taken by the Company to mitigate those risks.

In the opinion of the Committee & the Board, there are no such risks, which may threaten the existence of the Company. The Company has a robust Risk Management Policy which is reviewed from time to time.

Mr. Naveen Gupta, the Chief Internal Auditor, is designated as the Chief Risk Officer of the Company.

The details of the Committee are included in the Corporate Governance Report forming part of this Annual Report.

Pursuant to the provisions of Section 134(3) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st March 2025 is available on the website at the web link i.e. https://tcil.com/ wp-content/uploads/2025/12/MGT-7_PDF.pdf

The Company maintains a zero-tolerance stance towards sexual harassment in the workplace and has implemented a comprehensive Policy for the Prevention, Prohibition, and Redressal of Sexual Harassment. This Policy is aligned with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the associated rules made thereunder.

To foster a safe and respectful working environment, the Policy applies to all employees, including those who are permanent, contractual, temporary, or trainees.

In compliance with the POSH Act and its rules, the Company has constituted an Internal Committee, known as the Prevention of Sexual Harassment (POSH) Committee, responsible for addressing and resolving any complaints related to sexual harassment.

During the year under review, no complaints were received under the POSH Act.

The Equity Shares of the Company are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

The particulars as prescribed under Section 134(3)(m) of the Act & Rules made thereunder are enclosed as Annexure-V to the Boards' Report.

The details of the credit rating obtained by the Company with respect to its long-term and short-term borrowings have been provided separately in the General Shareholder Information section of this Annual Report.

A detailed Report on Corporate Governance, pursuant to the requirements ofRegulation 34 ofthe Listing Regulations, forms part of this Annual Report. A certificate from M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No. 000511S), the Statutory Auditors of the Company, confirming compliance of conditions of Corporate Governance during FY 2024-25, as stipulated under the Listing Regulations, forms part of this report.

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of this Integrated Report.

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ('BRSR') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of this Annual Report and is also available on the Company's website at www.tcil.com.

The Human Resources (HR) function plays a pivotal role in driving employee productivity and enabling both personal and professional development. Anchored in the Company's CORE values, HR initiatives are strategically designed to foster talent acquisition, learning and development, employee engagement, and operational excellence.

The Company's initiatives are designed to enhance employee productivity, support personal and professional growth, and cultivate a strong culture of learning and development. Aligned with the organization's broader goals, these efforts are driven by continuous improvement and data-informed decision-making, with the ultimate aim of fostering an environment where employees can thrive and the organization can flourish.

Significant upgrades have been made to mess facilities including the provision of bedding kits and bunk beds, to enhance employee comfort. These improvements are part of regular interventions across Pan-India locations.

A holistic wellness approach includes regular yoga sessions, routine health check-ups, and awareness programs on physical and mental well-being. Blood donation camps have also been successfully organized nationwide.

A vibrant and inclusive work culture is fostered through celebrations such as Women's Day (with themes like Spirituality & Empowerment, Innovation & Digitalization, and Cyber Security Awareness), along with Diwali and Holi festivities that strengthen team bonding and inclusivity.

HR follows the 70:20:10 learning model to drive upskilling, reskilling, and new skilling at all levels. In the current year, 3,100 team members were trained through internal programs, and 300 team members through external learning opportunities. Employees are consistently nominated for prestigious programs at HBS, MDI, IIMs, XLRI, and other leading institutions. Key Learning Initiatives includes Senior Executive Leadership Program India (SELPI), MBA for non-MBAs, Project Management Training, Six Sigma Champions Program, Total Quality Management (TQM), 360-Degree Feedback Program, Leadership Development Program (LDP).

The implementation of Assessment Centers supports competency mapping and performance evaluation. In addition, the roll-out of an Applicant Tracking System (ATS) has improved recruitment processes and reduced turnaround time (TAT).

Structured employee surveys and regular feedback mechanisms support a data-driven, iterative approach to enhance HR initiatives and employee satisfaction.

a. Material orders of Judicial body/Regulators: During the period under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

During the year under review, the Company has not entered in any one-time settlement with any of the Banks/ Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.

No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("the IBC, 2016"), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable

d. The Company's securities were not suspended for trading during the year.

The Company extends heartfelt gratitude to its stakeholders, including customers, vendors, investors, bankers, and employees, for their unwavering support throughout the year, embracing and valuing our fundamental "CORE" Value System. The Company formally recognizes the dedication of its employees across all tiers, whose relentless efforts, unity, collaboration, and backing have facilitated the Company's consistent growth.

The Board of Directors also convey sincere appreciation for the assistance and collaboration received from various departments of both Central and State Governments, Organizations, and Agencies toward the company's endeavours.