TCI Express Ltd

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

Growth of 1.0% supported by a strategic mix of revenue streams

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.

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.

10.44%Profit After Tax Margin:

Re_ects our commitment to delivering consistent value to our shareholders.

400%Dividend Payout:

Re_ecting our commitment to delivering value to our shareholders

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 Rs. 6.00 per equity share on face value of

Rs. 2.00 each. The Directors have also recommended a final dividend of Rs. 2.00 per equity share on face value of

Rs. 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 Rs. 8.00 per equity share and would involve a total cash outflow of

Rs. 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 Rs. 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 Rs. 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 Rs. 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 IEPF-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 Rs. 76,684,970, divided into 3,83,42,485 equity shares of Rs.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 Rs. 10,00,00,000, comprised of 5,00,00,000 equity shares of Rs. 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 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:

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 re-appointment. 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 well-being 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 long-term 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.

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.

Together, let us embark on the journey ahead with resilience, innovation and a shared commitment to driving sustainable growth and creating value for all our stakeholders.