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Transport Corporation of India Ltd

BSE Code : 532349 | NSE Symbol : TCI | ISIN : INE688A01022 | Industry : Logistics |

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Directors Reports

Dear Members,

Your Board of Director's (the "Board") have immense pleasure in presenting the Twenty-Ninth (29th) Annual Report ofTransport Corporation of India Ltd., (the "Company" or "TCI") together with the Audited Financial Statement (Standalone and Consolidated) for the Financial Year ("F.Y") ended 31st March, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Company's financial performance for the financial year ended 31st March, 2024:

(' in Mn)

Particulars

Standalone

Consolidated

FY 2023-24 FY 2022-23 (% Growth) FY 2023-24 FY 2022-23 (% Growth)

Total Revenues

37,134 34,925 6.32% 40,700 38,128 6.75%

Profit before tax & exceptional items

3,597 3,439 4.59% 3,905 3,674 6.29%

Exceptional item

17 10 70.00% 24 34 (29.41)%

Profit before tax

3,580 3,429 4.40% 3,881 3,640 6.62%

Tax

301 394 (23.60)% 336 434 (22.58)%

Profit after tax

3,279 3,035 8.04% 3,545 3,206 10.57%

EPS (Basic) (in ')

42.23 39.18 7.78% 45.18 40.96 10.30%

EPS (Diluted) (in ')

42.12 39.05 7.86% 45.06 40.83 10.36%

FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

On consolidated basis, the revenues were at ' 40,700 Mn as compared to ' 38,128 Mn in the previous year with a growth of 6.75% while the profit after tax stood at ' 3,545 Mn as compared to ' 3,206 Mn in the previous year resulting in growth of 10.57%. On standalone basis, the revenues were at ' 37,134 Mn as compared to ' 34,925 Mn in the previous year with a growth of 6.32% while the profit after tax stood at ' 3,279 Mn as compared to 3,035 Mn in the previous year with an increase of 8.04%.

TRANSFER TO RESERVES

For FY 2023-24, ' 2,000 Mn were transferred to General Reserves. STATE OF AFFAIRS

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

DIVIDEND

In terms of Regulation 43A of the Listing Regulations, the Board of Directors of the Company had adopted the Dividend Distribution Policy which is available on the Company's website at https://cdn.tcil.in/website/tcil/policies/Dividend%20Distribution%20Policy.pdf.

Your Board, after considering the above policy, is pleased to recommend a dividend of ' 2 per Equity Share of the face value of ' 2 each (@ 100%), payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date. The payment of final dividend is subject to the approval of Shareholders in the ensuing Annual General Meeting ("AGM").

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

Dividend Type

% of Dividend Dividend per Share (in ?) Date of Declaration

1st Interim Dividend

125 2.50 30th October, 2023

2nd Interim Dividend

125 2.50 2nd February, 2024

the Company, based upon the recommendations of the Audit Committee, in their respective meetings held on 30th October, 2023.

The first motion petition was subsequently filed with the Hon'ble NCLT of Hyderabad on 19th December, 2023, in this regard. Further, in the hearing held on 11th February, 2024, Hon'ble NCLT had dispensed off with the requirement of holding meetings of secured and unsecured creditors and the shareholders of the Company and the order to this effect was received.

Following the hearing for the second motion petition on 9th May,

CHANGE IN NATURE OF BUSINESS

There was no change in nature of the business of the Company during the financial year ended on 31st March, 2024.

MATERIAL CHANGES AND COMMITMENTS

Merger of TCI Ventures Ltd. and Stratsol Logistics Pvt. Ltd., wholly owned subsidiaries, with the Company

During the year under review, Your Board had approved the Scheme of Amalgamation involving merger of TCI Ventures Ltd. & Stratsol Logistics Pvt. Ltd., the wholly owned subsidiaries, with

2024, the Hon'ble NCLT has scheduled the next date of hearing as 20th June, 2024.

SHARE CAPITAL

During the year under review, 180,850 Equity Shares were allotted to the eligible employees of the Company upon exercise of stock options. Consequently, the Paid up Share Capital stood increased from ' 155,126,900 divided into 77,563,450 Shares of ' 2/- each to ' 155,488,600 divided into 77,744,300 Shares of ' 2/- each.

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 and buyback of shares during the year under review.

During the year under review, there is no change in the Authorized Share Capital of the Company.

Details of Employee Stock Option Plan

Pursuant to Employee Stock Option Plan 2017- 3rd, 4th and 5th tranche, 180,850 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 2024 are provided in Annexure-I to this report.

TRANSFER OF UNPAID & UNCLAIMED DIVIDENDS & SHARES TO IEPF

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 ("CGR") forming part of this Annual Report.

SUBSIDIARIES/JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 9 subsidiaries, 1 Joint venture Company and 1 Associate Company.

During the Year, following changes took place:

a. W.e.f 7th August, 2023, TCI Holdings SA & E Pte Limited wound up and thus ceased to be the Subsidiary of the Company.

b. The Company Incorporated a wholly owned subsidiary in Dubai i.e., TCIL Middle East Logistics Services L.L.C. on 3rd October, 2023.

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.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is placed on the Company's website at the link: https://cdn.tcil.in/website/tcil/policies/ Policy%20on%20Material%20Subsidiary%2004.08.2021.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A Appointment/Reappointment/Cessation/Resignation by Independent Director:

• Mr. S Madhavan ceased to be Director of the Company post completion of his tenure as Independent Director effective from 11th February, 2024. Based upon the recommendations of the Compensation/Nomination and Remuneration Committee ("CNRC"), the Board of Directors appointed Mr. Avinash Gupta as an Additional Director in the capacity of Non-executive Independent Director w.e.f 30th October, 2023 for a period of 5 consecutive years. The Shareholders approved the appointment of Mr. Avinash Gupta on 27th January, 2024 through Postal Ballot.

• Ms. Gita Nayyar Independent director of the Company would be completing her 1st term of five years on 23rd May, 2024, 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 15th May, 2024, has approved her re-appointment as Independent Director for a further term of 5 consecutive terms.

• Mr. Ravi Uppal would be completing his 1st term as Independent Director of the Company on 27th October, 2024. Based upon the recommendations of the Compensation/Nomination and Remuneration Committee and subject to the approval of the Shareholders, the Board at their meeting held on 15th May, 2024 has approved his re-appointment as Independent Director for a further term of 5 consecutive terms.

Furthermore, Mr. Ravi Uppal shall attain age of 75 years during the proposed second term. A resolution proposing his continuation of term on attaining age of 75 years during his second term pursuant to Regulation 17(1 A) of SEBI Listing Regulations, forms part of the Notice of AGM.

B. Retirement by rotation and subsequent reappointment

As per the provisions of Section 152 of the Act, Ms. Urmila Agarwal and Mr. Chander Agarwal 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.

C. Key Managerial Personnel ("KMP")

During the year, Mr. Manoj Kumar Tripathi was categorized as KMP with effect from closing business hours of 31st July, 2023 and with effect from closing business hours of 18th September, 2023 he has been appointed as CEO-TCI Supply Chain Solutions (TCI SCS) in place of Mr. Jasjit Singh Sethi, the erstwhile CEO of the division.

Mr. Jasjit Singh Sethi, KMP, has been re-designated as Chief Strategy Officer of the Company with effect from closing business hours of 18th September, 2023.

Apart from the above, there was no change in KMPs.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

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

b. t he 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 2023-24 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.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

The Independent director have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without Independent director have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The policy of the Company on Directorst appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as mandated under Section 178 of the Act, is available on the Company's website at the link: https://cdn.tcil.in/website/tcil/policies/ Nomination%20and%20Remuneration%20Policy.pdf The brief particulars are given in the CGR, forming part of the Annual Report.

The details with respect to training and familiarization programs can be accessed at https://tcil.com/wp-content/uploads/2024/04/ Nomination-and-Remuneration-Policy.pdf.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The CNRC has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors. ln a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors, performance of the Board as a whole and the Committees of the Board.

They also evaluated the performance of the Chairman taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the CNRC and Board Meeting that followed the meeting of the Independent Directors, at which the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

D. Cost Audit & Records

The Company is required to maintain cost records of its Energy Division as specified by the Central Government under Section 148(1) of the Act. Accordingly, the Company has been maintaining the required records.

The Company does not falls under the statutory limit as prescribed under Section 148 of the Act and rules made thereunder for conducting Cost Audit.

PARTICULARS OF EMPLOYEES

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 at secretarial@tcil.com.

PARTICULARS OF LOAN/GUARANTEE/INVESTMENT

The details of loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the financial statements and are provided in this Annual Report.

PARTICULARS OF CONTRACTS/ARRANGEMENT WITH RELATED PARTY

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 link: https://cdn.tcil.in/website/tcil/policies/Relat- ed%20party%20transaction%20policy%202021-22.pdf

BOARD MEETINGS AND COMMITTEES

Four Board Meetings were held during the financial year ended 31st March, 2024. The maximum gap between any two Board Meetings was less than 120 days. For details of meetings of the Board, please refer CGR forming part of this Annual Report As on 31st March 2024, the Board of Directors has constituted the Audit Committee, the Risk Management Committee, the Stakeholders Relationship Committee, the Compensation/ Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, the Share Transfer Committee, the Corporate & Restructuring Committee & the Executive Authorization Committee.

The details on the composition of the Board and its committees and changes thereof are provided in the CGR.

AUDITORS

A. Statutory Auditors and Audtior's 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 approved the appointment of M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No. 000511S) as Statutory Auditor for the 2nd term of 5 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 2023-24 does not contain any qualification, reservation or adverse remark.

B. Secretarial Audit

The Secretarial Audit was carried out by M/s. Vinod Kothari & Company, Practicing Company Secretaries for FY 2023-24. 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, 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 Boards' Report.

C. Internal Audit

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.

CORPORATE SOCIAL RESPONSIBILITY

The Company primarily undertakes social initiatives through its CSR arm "TCI Foundation" in the areas of healthcare, education, sports, community development and skill development/ employment generation 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 https://cdn. tcil.in/website/tcil/policies/CSR%20POUCY%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.

DEPOSITS

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.

INTERNAL FINANCIAL CONTROLS

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

VIGIL MECHANISM

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: https://cdn.tcil.in/website/tcil/ policies/Ethics%20and%20Wisthle%20Blower%20Policy.pdf.

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

RISK MANAGEMENT POLICY

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.

I n 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 CGR forming part of this annual report.

ANNUAL RETURN

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, 2024 is available on the website at https://tcil.com/wp-content/uploads/2024/06/Annual- Return.pdf.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace. This is in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this Policy.

As per the requirement of the POSH Act and rules made thereunder, the Company has constituted an Internal Committee known as the Prevention of Sexual Harassment (POSH) Committee, to inquire and redress complaints received regarding sexual harassment. During the year under review, no complaint was filed under the POSH Act.

LISTING INFORMATION

The Equity Shares of the Company are listed on the BSE Ltd. ('BSE') and the National Stock Exchange of India Ltd. ('NSE') COMPLIANCE WITH SECRETARIAL STANDARDS

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

CONSERVATION OF ENERGY & RESEARCH AND DEVELOPMENT

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

CREDIT RATING

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.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 of the SEBI 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 2023-24, as stipulated under the Listing Regulations, forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI 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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Pursuant to Regulation 34(2)(f) of the SEBI 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.

HUMAN RESOURCE DEVELOPMENT

Human Resource ("HR") remains resolute in its commitment to enhancing employee productivity and personal growth. The Company's initiatives span talent acquisition, learning and development, people engagement, and HR operations, all anchored by the Company's CORE values.

The Employee Engagement initiatives include:

a. Revamping the Mess facility, providing bedding kits and bunk beds for improved comfort.

b. Yoga sessions to promote physical and mental well-being.

c. Festivities like Women's Day, Diwali and Holi celebrations to foster camaraderie.

d. Training and Development efforts encompassing external programs like MDP, GBS, and MGL, alongside internal modules tailored to employee grades.

e. Assessment Centers evaluating competency and performance, aligning with our focus on talent acquisition. Regular surveys and feedback sessions ensure a data-driven approach to measuring and evaluating our initiatives.

The Company's efforts aim to align HR strategies with organizational goals, emphasizing employee engagement, training, and recruitment to drive growth and prosperity.

I n summary, Company's initiatives aim to elevate employee productivity and personal growth, foster a culture of learning and development, and align with the overarching goals of the organization. Through continuous improvement

and data-driven decision-making, the Company strive to create a conducive environment for employee success and organizational prosperity.

OTHER STATUTORY DISCLOSURES

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.

b. Valuation at the time of one time settlement: 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.

c. Proceeding under Insolvency and Bankruptcy: 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.

Acknowledgement

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 endeavors.

For and on behalf of Board of Directors
D P Agarwal

Place: Gurugram

Chairman and Managing Director

Date: 15th May, 2024

DIN:00084105

DETAILS OF ESOP AS PER THE PROVISIONS OF THE COMPANIES ACT, 2013 & SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014

Sl. No. Particulars

Employee Stock Option Plan-2017

1 Date of Shareholder's approval

2nd August 2017

2 Total number of options approved

5% of the total paid up capital existing as on 31st March 2017 aggregating to 3,828,873 option.

3 Vesting requirements

There shall be a minimum period of one year between the grant of options and vesting of options. The vesting period may extend upto 3 years from the date of grant. The vesting shall happen in one or more tranches as may be decided by the Compensation/ Nomination & Remuneration Committee (CNRC).

4 Exercise price or pricing formula

Exercise Price will be based upon the Market Price of the Shares one day before the date of the meeting of the CNRC wherein the grants of options of that particular year will be approved. Suitable discount may be provided or premium may be charged on the price as arrived above, as deemed fit by the CNRC for the finalization of the Exercise Price. However, in any case, the Exercise Price shall not go below the par value of Equity Share of the Company.

5 Maximum term of Options granted

All options will get vested within maximum period of 3 (Three) years from the date of grant.

6 Sources of shares (Primary, Secondary or Combination)

Primary

7 Variation in terms of Option

Subject to applicable laws, the CNRC will at its absolute discretion have the right to modify/ amend the ESOP 2017 Scheme in such manner and at such time or times as it may deem fit, subject however that any such modification/amendment shall not be detrimental to the interest of the Grantees/ Employees and approval wherever required for such modification/ amendment is obtained from the shareholders of the Company in terms of the SEBI Regulations.

8 Method used for accounting of ESOP (Intrinsic or fair value)

Fair Value method or any other method as may be prescribed by Ind-AS or SEBI Regulations from time to time.

9 Disclosures in respect of grants made in three years prior to IPO under each ESOP

Not Applicable

Options Movement during the FY 2023-24

Sl. No. Particulars

Employee Stock Option Plan-2017 (3rd Tranche) Employee Stock Option Plan-2017 (4th Tranche) Employee Stock Option Plan-2017 (5th Tranche) Employee Stock Option Plan-2017 (6th Tranche)

1 Number of options outstanding at the beginning of the period i.e. 1st April, 2023

60,000 1,96,700 1,39,000

2 Number of options granted during FY 2023-24

- - - 152,000

3 Number of options forfeited/ lapsed during FY 2023-24

4,100 900 150 -

4 Number of options vested during FY 2023-24

- 84,300 41,700 -

5 Number of options exercised during the FY 2023-24

55,900 83,400 41,550 -

6 Number of shares arising as a result of exercise of options

55,900 83,400 41,550 -

7 Money realized by exercise of options if scheme is implemented directly by the Company (In ')

7,15,520 12,927,000 1,51,65,750

8 Loan repaid by the Trust during the year from exercise price received

Not Applicable Not Applicable Not Applicable Not Applicable

9 Number of options outstanding at the end of the year i.e. 31st March, 2024

- 1,12,400 97,300 1,52,000

10 Number of options exercisable at the end of the year i.e. 31st March, 2024

- - -

 

Particulars No.

Employee Stock Option Plan-2017 (3rd Tranche) Employee Stock Option Plan-2017 (4th Tranche) Employee Stock Option Plan-2017 (5th Tranche) Employee Stock Option Plan-2017 (6th Tranche)

11 Employee's details who were granted options during the year:

(a) Key Managerial Personnel/ Senior Managerial Personnel

I. Mr. Jasjit Singh Sethi, President & Chief Strategy Officer- TCI Supply Chain Solutions, A Division of the Company (KMP)

31,000

II. Mr. Ishwar Singh Sigar, CEO-TCI Freight, A Division of the Company (KMP)

- - - 13,500

III. Mr. Ashish Kumar Tiwari, Group CFO (KMP)

- - - 7,000

IV. Ms. Archana Pandey, Company Secretary & Compliance Officer (KMP)

- - - 500

V. Mr. Rajkiran Kanagala, Group Head- Chief Business Officer (SMP)

- - - 7,000

VI. Mr. Ajit Singh, CEO- TCI-CONCOR Multimodal Sol P. Ltd. (SMP)

- - - 5,000

VII. Mr. Bhaiya Sumit Kumar, CEO- TCI Cold Chain Solutions Ltd. (SMP)

- - - 6,000

VIII. Mr. Manoj Kumar Tripathi CEO - TCI SCS (KMP)

- - - 5,000

IX. Mr. Naveen Gupta, Head- Internal Audit (SMP)

- - - 3,000

X. Mr. Pramod Kumar Jain, Head- HR & Admin (SMP)

- - - 5,000

XI. Mr. Prashant Panda, Head- Legal (SMP)

- - - 1,700

XII. Mr. Munish Chander, Group Head- CSR (SMP)

- - - 500

XIII. Mr. Varun Kumar Maheshwari, Interim IT Head (SMP)

- - - 300

(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) 1 dentified 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 ')

42.12

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 ')

128.00 155.00 365.00 365.00

15 Weighted average fair value of options whose Exercise price is less than market price (In ')

133.55 173.08 426.14 370.23

16. Method and Assumptions used to estimate the fair value of options granted during the year:

The fair value has been calculated using the Black-Scholes Option Pricing model. The assumptions used in the model are as follows:

Date of grant

3rd February 2021

25

h May 2021

28th May 2022

18th May, 2023

Vesting particulars

1st

Vesting

1st

Vesting

1st

Vesting

1st

Vesting

2nd

Vesting

3 rd

Vesting

1st

Vesting

2nd

Vesting

3rd

Vesting

1st

Vesting

2nd

Vesting

3rd

Vesting

Vesting %age

30% 30% 30% 30% 30% 40% 30% 30% 40% 30% 30% 40%

Risk Free Interest Rate

3.98% 3.98% 3.98% 3.77% 3.77% 3.77% 5.91% 6.32% 6.87% 6.83% 6.86% 6.88%

Expected Life (In Years)

1.08 1.08 1.08 1.08 2.08 3.09 1.08 2.08 3.09 1.08 2.08 3.09

Historical Volatility

51.17% 51.17% 51.17% 42.07% 42.07% 42.07% 55.47% 50.72% 49.53% 32.20% 48.74% 45.39%

Dividend Yield

0.81% 0.81% 0.81% 0.74% 0.74% 0.74% 0.76% 0.76% 0.76% 0.82% 0.82% 0.82%

Price of the underlying share in market at the time of the option grant (?)

248.05 248.05 248.05 312.55 312.55 312.55 732.30 732.30 732.30 678.80 678.80 678.80

ANNEXURE - III

STATEMENT UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013, READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

I. Remuneration details of Directors and Key Managerial Personnel (KMPs)

Name of the Director

Designation % increase in remuneration over last year Ratio of Remuneration of Directors with Median Remuneration of employees

Executive Directors

Mr. D. P. Agarwal

Chairman & Managing Director 13.67% 497.18

Mr. Vineet Agarwal

Managing Director 12.92% 457.88

Non-Executive Directors

Mr. S. N. Agarwal

Non- Executive Director 0% 3.56

Mr. Vikrampati Singhania

Non- Executive Independent Director 0% 3.56

Mr. Vijay Sankar

Non- Executive Independent Director 0% 3.56

Mr. S Madhavan1

Non- Executive Independent Director 0% 3.56

Ms. Gita Nayyar

Non- Executive Independent Director 0% 3.56

Mr. Ravi Uppal

Non- Executive Independent Director 0% 3.56

Mr. Avinash Gupta2

Non- Executive Independent Director NA 3.56

Ms. Urmila Agarwal

Non- Executive Director 0% 3.56

Mr. Chander Agarwal

Non- Executive Director 0% 3.56

Key Managerial Personnel (other than Executive Directors)

Mr. Ishwar Singh Sigar

CEO-TCI Freight, a Division of the Company (1.72)%5 & 6

Not Applicable

Mr. Jasjit Sethi3

Chief Strategy Officer (4.30)%5 & 6

Mr. Manoj Tripathi4

CEO-TCI SCS, a Division of the Company NA

Mr. R.U. Singh

President & CEO - TCI Seaways 16.35%5

Mr. Ashish Tiwari

Group CFO (10.12)% 5 & 6

Ms. Archana Pandey

Company Secretary & Compliance Officer 15.21%5

1. Mr. S Madhavan ceased to be Independent Director post completion of his tenure w.e.f 11th February, 2024;

2. Mr. Avinash Gupta was appointed as Non-executive Independent Director effective from 30th October, 2023 and thus, commission paid to him for FY 2023-24 was on pro rata basis.

3. Mr. Jasjit Singh Sethi, KMP, was re-designated as Chief Strategy Officer of the Company w.e.f 18th September, 2023.

4. Mr. Manoj Kumar Tripathi was appointed as CEO-TCI Supply Chain Solutions (TCI SCS) w.e.f 18th September, 2023 in place of Mr. Jasjit Singh Sethi, the erstwhile CEO of the division.

5. Includes perks value on exercise of stock options.

6. The negative growth is due to the perks value of ESOP allotted during the year.

II. Total employees on the payroll of the Company: 3896

III. Percentage increase in the median remuneration of employees during FY 2023-24: 9.83%

IV. Average percentile increase in Remuneration of Managerial Personnel vis a vis other employees

The average percentile increase in the salaries of the employees other than Managerial Personnel is 21.40%.The average increase in remuneration of employees other than the Managerial Personnel is in line with the industry practice and is within normal range. The average percentile increase in the salaries of Managerial Personnel is 6.76%.

V. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

ANNEXURE - IV

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES (For the Financial Year ended 31st March 2024)

1. Brief Outline of the Company's CSR Policy, including overview of projects or programs proposed to be undertaken:

Over the years, we have been focusing on sustainable business practices encompassing economic, environmental and social imperatives that not only cover business, but also the communities around us. Our CSR Policy aims to provide a dedicated approach to community development in the areas of improving education, promoting healthcare, rural development and contribution towards enhancement of vocational skills in women. The Board of Directors of the Company has constituted the CSR Committee in accordance with statutory requirements comprises of members as mentioned under Section 135 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The CSR Committee formulates and recommends to the Board, an annual action plan in pursuance of Company's CSR policy.

The Board ensures that the CSR activities are undertaken by the Company through its social organization, TCI Foundation, an entity registered under Indian Trust Act, 1882 and recognized by the Ministry of Corporate Affairs for undertaking CSR activities, vide registration number CSR00000298. TCI Foundation has track record of CSR projects implementation since 1995. The organization is also partner of the Government of India, State Governments, Public Sector Undertakings, and International organizations in the execution of National projects in India.

TCI believes that proper assessment of development, accomplishment and evolution goes beyond balance sheets or conservative fiscal indices. The Company firmly believes that in order to ensure long term sustainability, emphasis needs to be given on Triple Bottom Line (TBL) i.e. adherence to people, planet and profit. TCI concentrates on the needs of communities, taking sustainable initiatives in the areas of preventive health, education, green preservation and community development.

2. Composition of the CSR Committee:

SN Name of Director

Designation / Nature of Directorship Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year

1. Ms. Gita Nayyar

Chairperson/ Independent Director 2 2

2. Mr. D P Agarwal

Member/Executive

Director

2 2

3. Ms. Urmila Agarwal

Member/Non-Executive

Director

2 2

4. Mr. Chander Agarwal

Member/Non-Executive

Director

2 0

3. Provide the web link where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company:

The web links are available on the Company's website at:

• Composition of the CSR Committee:

https://www.tcil.com/tcil/board-committee.html

• CSR Policy:

http://cdn.tcil.in/website/tcil/policies/CSR%20POLICY%202023.pdf

• CSR Projects:

https://www.tcil.com/tcil/csr.html

4. Provide the executive summary along with the weblink of impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8, if applicable:

Not Applicable

5.

a. Average Net Profit of the Company as per Section 135(5): ' 2,599.27 Mn

b. Two percent of Average Net Profit of the company as per Section 135(5): ' 51.19 Mn

c. Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil

d. Amount required to be set off for the financial year, if any: Nil

e. Total CSR obligation for the financial year [(b)+(c)-(d)]: ' 51.19 Mn

6.

a. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project):

- Amount spent on CSR Projects on Ongoing Projects- 25.0 Mn

- Amount spent on CSR Projects on other than Ongoing Projects- NIL

b. Amount spent in Administrative Overheads: NIL

c. Amount spent on Impact Assessment, if applicable: Not Applicable

d. Total amount spent for the Financial Year [(a)+(b)+(c)]: ' 25.0 Mn

e. CSR amount spent or unspent for the financial year: ' 27.0 Mn

Total amount

Amount Unspent (? in Mn)

spent for the financial year

Total Amount transferred to Unspent CSR Account as per Section 135(6)

Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)

(? in Mn)

Amount Date of transfer Name of the Fund Amount Date of transfer

-

27.0 Mn 27 April 2024 -

-

-

g. Excess amount for set off, if any:

Sl. No. Particulars

Amount (? in Mn)

Two percent of the Average Net Profit of the Company as per Section 135(5)

51.19 Mn

ii. Total amount spent for the financial year

25.0 Mn

iii. Excess amount spent for the financial year [(ii)-(i)]

-

iv. Surplus arising out of the CSR projects or programs or activities of the previous financial years, if any

-

v. Amount available for set off in succeeding financial years [(iii)-(iv)]

-

7. Details of Unspent CSR amount for the preceding three financial years:

Sl. No. Preceding Financial Year(s)

Amount transferred to UnspentCSR Account under Section 135(6) (? in Mn)

Balance Amount in UnspentCSR Account under Section 135(6) (? in Mn)

Amount Spent in the Financial Year(? in Mn)

Amount transferred to a fund as specified under Schedule VII as per second proviso to Section 135(5),if any

Amount remaining to be spent in succeeding Financial Years (? in Mn)

Deficiency, if any

Amount Date of (' in Mn) transfer

Nil

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year (Yes/ No):

Yes

Details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property]

Pin Code of the property or asset(s)

Date of creation

Amount of CSR amount Spent (' in Mn)

Details of entity/ Authority/ Beneficiary of the registered owner

CSR

Registration Number, if Applicable

Name Registered

Address

1 School Vehicle at TCI-DAV Public School, Village Jamhar, Block Kara, Distt. Khunti (Jharkhand)

835234 17th February, 2024 0.65 CSR00000298 TCI-DAV Public School Village Jamhar, Block Kara, Distt. Khunti (Jharkhand)

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5):

Not Applicable

C. YARD MANAGEMENT

CONSERVATION OF ENERGY

In keeping up with the Company's commitment towards conservation of energy, the following optimization and innovative measures were taken by the Company during this fiscal:

A. FLEET MANAGEMENT

• Replacement of approximately 400 nos. of BSII/BS III vehicles with BS VI vehicles, making up a significant portion of our own fleet. BS VI vehicles are cleaner than CNG vehicles in terms of clean energy.

• Use of clean energy (CNG) & Last mile one small electric trucks crossed 250 nos. which saved a lot in terms of CO2 emission.

• Worked on the handling, disposal, and identification of hazardous waste. Developed SOP, which was put into practice at large warehouses and fleet centres.

• I n Multimodal operations, green points awarded by railways of ' 0.13 Mn for FY 2023-24 for 3.25 Mn Kms Distance travelled

B. WAREHOUSE MANAGEMENT

• Energy savings by using solar power and making a contribution to the grid. During that time, the Company produced 0.33 Mn units of electricity for the GRID and saved almost 3.4 Mn Indian rupees on energy bills.

• Using 4-Way Box Type 100% Natural Fresh Air Intake and Eliminating Louvers to Reduce the Use of Powered Cooling and Ventilation Systems.

• Utilizing natural lighting by implementing and enforcing a minimum of 5% to 8% day lighting panels will save lighting energy usage while maintaining safe LUX levels.

• High Volume Low Speed (HVLS) fans are used to ensure a safer and better working environment for people while reducing energy consumption by doing away with the need for fans.

• Insulating warehouses to lower heat index and thermal congestion by -7 degrees relative to outside temperatures will reduce the amount of energy needed for powered equipment to cool down.

• The adoption of modern sewage treatment plant (STP) technology has led to a significant improvement, achieving a 90% recycling rate of water. In this system, 40% of treated water is allocated for sanitation purposes, while 60% is earmarked for horticulture. This contrasts starkly with conventional methods, which typically allocate only 20% for sanitation and less than 50% for horticulture, resulting in considerable wastage.

• Fully adapting the utilization of fly ash in the construction of WH, instead of soil and other natural earth resources for land filling purposes and also discontinuation of Red clay Bricks replaced with fly ash bricks only.

• I mplementing rainwater harvesting through a 100% periphery charging system instead of the conventional method. This new system charges 90% of water to the ground, a significant improvement compared to the conventional techniques which only manage to charge around 30-35%. Recharge wells are strategically placed every 30 meters, covering the entire perimeter.

• Embracing low discharge, high-pressure taps across all utilities results in a reduction in water consumption, thereby downsizing overall water usage.

• Aim to Implement the Next Generation STP Model with MBBR Techniques to Save 100% of Water and Filter Remaining Water After Use for Ground Water Charging.

TECHNOLOGY ABSORPTION, ADOPTION & INNOVATION

• Enhanced interactions with customers through real-time communication via WhatsApp for alerts and RFQ bidding, complemented by advance SMS and WhatsApp notifications about the arrival of consignments.

• Developed robust API connections with clients, financial institutions, and logistics checkpoints such as IOCL and toll plazas to streamline the online payment process, along with integrating online billing with customer ERP systems.

• Orchestrated comprehensive training programs in collaboration with Oxford University and Management Development Institute to enhance the skill sets and performance of our employees and equipped cold chain warehouses with IoT technology for improved monitoring.

• Refined logistics solutions to include multimodal transport support and versatile container compartments tailored to varying cargo requirements, thereby accelerating digital integration in logistics management.

• Advanced our technology infrastructure, enhancing user interfaces and reducing bandwidth needs, while implementing stringent security protocols to protect data and transactions.

• Implemented a Digital Control Tower and integrated it with the Unified Logistics Interface Platform (ULIP) to automate and amplify visibility throughout India's logistics landscape, supplemented by the deployment of multiple bots for process automation.

• Implemented real-time monitoring on all endpoints to protect against unauthorized access and ensure data integrity across our network.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particular

31st March 2024 31st March 2023

Foreign Exchange Earnings

158.68 258.90

CIF Value of Imports

142.08 193.90

Expenditure in Foreign Currency

264.07 471.38