TCI Express Ltd

Distinguished Shareholders and Stakeholders

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

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

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

Operational and Financial Overview

The Management Discussion and Analysis (‘MDA') section of the Annual Report provides a detailed review of our operational and financial developments for the FY 2024-25. Please refer to the MDA report, which forms an integral part of the Annual Report. The Company publishes its consolidated and standalone Financial Statements on a quarterly and annual basis. These financial results are also made available official website at the following link:https://www.tciexpress.in/ financial-results?invid=1&key=c4ca4238a0b923820dcc509a 6f75849b Any Members who wish to inspect or obtain a copy of these documents may submit a written request to the Company Secretary at secretarial@tciexpress.in.

Accounting Standards and Policies

The Audited Standalone and Consolidated Financial

Statements have been prepared in accordance with the Indian Accounting Standards (‘Ind AS'), as notified by the Ministry of Corporate Affairs, under Section 133 of the Act, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time. There have been no material deviations from the prescribed norms outlined in the applicable IND AS during the preparation of the annual accounts. The accounting policies have been applied consistently, except performance, together with key strategic in cases where the adoption of a newly issued accounting standard or a revision to an existing standard necessitated a change in the previously applied policies.

Subsidiary, Associate and Joint Venture Companies on the Company's TCI Express Pte. Ltd., a wholly owned subsidiary (‘Wos') of your

Company, is incorporated in Singapore to serve as the regional representative of TCI Express Ltd. in Singapore. The Wos is established to facilitate logistics operations and other ancillary services, supporting the Company's strategic presence in the region. The Company has, in accordance with Section 129(3) of the Act, prepared consolidated Financial Statements of the

Company and its Wos, which form part of the Annual Report. Further, salient features of Financial Statements of the Wos are provided under Annexure-I of this report. As of the end of the fiscal year, the Company does not have any affiliated or jointly operated entities.

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

ANNUAL RETURN AND STATUTORY REPORTS Annual Return

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

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

In accordance with Regulation 34(2) of the Listing Regulations, the Annual Report incorporates a dedicated section on

Business Responsibility and Sustainability Report (‘BRSR'), that outlines the Company's initiatives on social, environmental and governance aspects for the fiscal year 2024-25.

Environmental, Social and Governance Report

TheCompanyremainscommittedtointegratingEnvironmental,

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

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

In accordance with Regulation 34(3) of the Listing

Regulations, the Annual Report incorporates a dedicated section on Corporate Governance Report (‘CGR') including Shareholder's information, as prescribed under Schedule V to the Listing Regulations.

The Company is committed to conducting its business with the highest standards of ethics, integrity, and responsibility, while ensuring a safe and inclusive environment for all stakeholders. The Company operates under a robust governance framework supported by key policies and codes such as the Code of

Conduct for Directors, Employees, Suppliers and Business

Associates, which guides on ethical behavior, integrity, and compliance with laws. Ethical business practices are further reinforced through our Whistleblower Policy and Protection Mechanism, enabling transparent reporting of misconduct, and the Anti-Bribery and Anti-Corruption Policy, which upholds zero tolerance for unethical transactions. These policies contain a well-defined that ensures confidentiality, safeguards the identity of the whistleblower, and protects against any form of retaliation, discrimination, or harassment, thereby encouraging individuals to report concerns without fear.

The Policy on Prevention of Sexual Harassment at

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

In parallel, the Company prioritizes employee health and safety through its Health, Safety and Environment (‘HSE')

Policy, ensuring that operational sites like warehouses and sorting centers follow stringent safety standards and training protocols.

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

Towards its commitment to maintain a safe and healthy work environment, the Company has adopted ‘Policy on

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

The Company has constituted Internal Complaints Committees at all relevant locations across India, in compliance of POSH

Act, to consider and resolve the complaints related to sexual harassment. Regular training and awareness programmes are conducted to educate our employees on the importance of maintaining a harassment free workplace and guided on framework for reporting and resolving instances of such harassment. The Company is firmly committed to upholding the highest standards of human rights and ethical labour practices across all its operations. As part of our core values and ESG commitments, the Company strictly prohibits the use of child labour, forced labour, involuntary labour, or bonded labour in any form.

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

CORPORATE SOCIAL RESPONSIBILITY

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

CSR Policy, that articulates the Company's approach and commitment to sustainable and inclusive social development.

Based on the recommendations of the CSR Committee, the Company regularly collaborates with both internal and external CSR partners to support a diverse range of impactful initiatives. These include programs in education, vocational training, preventive healthcare, sports development, rural advancement, environmental sustainability, and other allied areas. The Company also promotes road safety awareness and green logistics practices, aligning with its broader vision of responsible business, with a legacy built on trust and care. The brief outline of CSR Policy, initiatives undertaken by the Company on CSR activities during the FY, in accordance with the Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure-II to this Report. For other details pertaining to the composition, terms of reference, number of meetings held during the year and attendance of the CSR Committee members at meeting are given in the Corporate Governance Report, which forms a part of Annual Report. More details on CSR activities undertaken by the Company are provided under the BRSR Report, forming integral portion of Annual Report.

HUMAN RESOURCES MANAGEMENT People and Culture

Our organisational culture is a reflection of our core values serving as the foundation for our identity and operational ethos.

Throughout the year, we remained committed to reinforcing and enhancing the alignment of our value-driven principles across all levels of the organisation. We actively align business objectives with individual aspirations, empowering employees to grow both personally and professionally. Through continuous dialogue, structured career development programs, and a strong emphasis on employee well-being, we nurture a work environment that motivates individuals to perform at their best. We have implemented a series of strategic initiatives and programs aimed at strengthening the consistency of our value-driven culture. These efforts focus on enhancing communication, fostering meaningful employee engagement, promoting diversity inclusion, and ensuring the holistic well-being of our workforce. Furthermore, we take pride in maintaining a positive and collaborative relationship with our workforce, as well as our external associates, wherever applicable. By fostering mutual respect, transparency, and trust, we ensure a cohesive and engaged workforce that drives the long-term success of our organisation.

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

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

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

We are committed to fostering a culture that values diversity, promotes equity, and ensures inclusion across all levels of our organisation. As a leading express logistics provider, we recognize that our strength lies in the unique perspectives, experiences, and talents of our people. Diversity: We celebrate diversity in all its forms-be it cultural, generational, gender, or experiential. By embracing varied perspectives, we drive innovation, improve decision-making, and strengthen our ability to serve a diverse customer base effectively. Equity: We strive to create equitable opportunities for all our employees. We are committed to eliminating systemic barriers and ensuring that everyone has access to the tools, resources, and support they need to thrive and succeed in their roles. Inclusion: We are dedicated to creating a workplace where every individual feels respected, valued, and empowered to contribute fully. Through continuous employee engagement, training, and open communication, we foster an inclusive environment where everyone belongs.

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

The Company provides continuous training programs that address key areas such as anti-bribery laws, human rights, prevention of sexual harassment, health, safety and environment standards, and various internal codes and policies. These programs also educate employees on the established mechanisms for raising concerns and the safeguards in place to protect individuals from any form of harassment or retaliation.

To ensure widespread engagement and effectiveness, these awareness initiatives are implemented through a combination of online and offline channels, including interactive workshops, e-learning modules, internal HR portals, and various other communication platforms, tailored to reach and resonate with employees across all levels of the organisation.

Our Company prioritizes the safety of all stakeholders, including employees, visitors, vendors, contract workers, logistics drivers, and any individuals impacted by our operations. We are dedicated to maintaining a safe and supportive work environment and uphold the highest standards of workplace safety. We recognize that safe work practices contribute to enhanced performance, a motivated workforce and increased productivity. To reinforce this commitment, the Company adopted and updated time to time its HSE policies, emphasizing prevention of work-related injuries and illnesses among employees, both permanent and non-permanent workers, contractors, the community, and all relevant stakeholders.

Our policies and programs are designed to mitigate hazards, minimize risks, and address physical, mental, and psychosocial health concerns, ultimately fostering the overall well-being of our workforce. As of March 31, 2025, our organisation employed a total of 2,681 individuals.

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

Looking ahead to the next financial commitment to strengthening employee engagement and relations through more innovative and impactful initiatives that align with our vision of sustainable growth and excellence. A comprehensive overview of initiatives undertaken for the expertise, Human Resource Management, comprising people, diversity, leadership equal pay, training and communication as explained above are provided in the MDA as well as the BRSR, forming integral parts of our Annual Report.

PARTICULARS OF EMPLOYEES

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

Report.

However, in terms of Section 136 of the Act, the Board's Report is being sent to the members of the Company excluding the statement of particulars of top ten employees, as prescribed under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014. None of the employees mentioned in the Annexure are related to any Director of the

Company.

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors is composed of individuals with diverse and complementary expertise, encompassing strategic management, finance, risk management, legal and regulatory compliance, ethical leadership, and corporate governance. The Board also brings specialised knowledge in areas such as ESG and sustainability, information technology and digital transformation, as well as industry-specific insights. This well-rounded composition ensures robust decision-making, sound oversight, and effective governance. Each member contributes unique perspectives and capabilities that align with the organisation's strategic objectives and long-term vision. The Board's collective proficiency enables navigate challenges, capitalize on opportunities, and uphold the highest standards of corporate governance. During the year under review, there has been no change in the composition of the Board. Following the conclusion of the financial year, based on recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on

May 30, 2025, considered and approved the appointment of Mr. Mukti Lal (DIN: 07091472), currently serving as the Chief Financial Officer (‘CFO') of the Company, as Executive Director and CFO. In the same Board meeting, the Board approved the appointment of Mr. Phool Chand Sharma (DIN: 01620437) as an Independent Director of the Company.

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

Except for the aforementioned change and the proposed appointment of Mr. Mukti Lal as Executive Director, there have been no other changes in the composition of KMP. In accordance with the provisions of Section 203 of the Act, read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the following officials designated and continue to serve as KMP of the Company as on the date of this Report:

1. Mr. Chander Agarwal: Managing Director

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

Express)

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

4. Mr. Mukti Lal: Chief Financial Officer

5. Ms. Priyanka: Company Secretary

In accordance with the provisions of the Act and Regulation

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

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

During the year under review, there were no changes in the composition of Independent Directors due to appointment or resignation, prior to the completion of their respective tenures. Following the conclusion of the financial year, and based on the recommendations of the Nomination and Remuneration

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

In compliance with the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, all Independent Directors of the Company have submitted declarations confirming that they meet the criteria of independence as outlined under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and confirmed that they are not aware of any circumstances or situations that may reasonably be anticipated to impair their ability to discharge are their duties with objective, independent judgment and without any external influence. They have confirmed their registration with the Independent Director's database maintained by the Indian Institute of Corporate Affairs and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. These affirmations aforementioned were presented before the Board, based on that the Board of Directors has opined that all Independent Directors, possess the requisite integrity, expertise, and experience, including proficiency as outlined in Section 150(1) of the Act and relevant rules, serving on the Board. The Board is of the view that the Independent Directors meet the conditions specified under the Act and the Listing

Regulations for their appointment and are independent of the management. The terms and conditions governing their appointment comply with Schedule IV of the Act and are available on the Company's website at www.tciexpress.in. None of the Directors are disqualified, according to Section 164 of the Act, from being appointed as a Director or are debarred or disqualified by the Securities and Exchange Board of India (‘SEBI'), Ministry of Corporate Affairs (‘MCA') or any other such statutory authority. A signed by the Practicing Company Secretary, is attached to the Corporate Governance Report, which forms an integral part of Annual Report.

In compliance with the provisions of the Act, the Listing

Regulations, and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI'), the Notice of the AGM includes brief profile of Mr. Dharmpal t Agarwal, Mr. Phool Chand Sharma and Mr. Mukti Lal. The Notice also provides detailed information regarding the proposals related to their appointment/re-appointment, along with the requisite disclosures mandated by regulatory authorities.

A formal assessment of the performance of the Board, its Committees, the Chairperson, and individual Directors was conducted for the financial year 2024-25. This evaluation, overseen by the Nomination and Remuneration Committee, was carried out using structured questionnaires. The Performance of the Board was evaluated by the Independent

Directors on the parameters such as its diversity, experience, industry knowledge, competencies, application of professional skills, process of appointment and succession planning, availability of quality information in timely manner, attendance and participations at the meetings, independent views and judgment on agenda items, participation on strategic decisions and major plans of action, governance structure etc.

Independent Directors were additionally evaluated for their performance and fulfilment of criteria of independence and non-influence from the Management.

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

Independent Directors, the Chairperson and the Board

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

A report on evaluation was presented to the Nomination &

Remuneration Committee and the Board, where both the Committee and the Board were satisfied with the evaluation process, which reflected the overall engagement of the Board and its Committees with the Company. The Directors of the

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

Committees.

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

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

FAMILIARISATION PROGRAMME

In compliance with the provisions of the Act and Regulation

25(7) of the Listing Regulations, the Company periodically conducts comprehensive familiarisation programs for its

Independent Directors. These programs, facilitated through regular meetings, are designed to enhance their understanding of the Company's business model, operational framework, and industry landscape. Additionally, these initiatives aim to provide deeper insights into the evolving regulatory environment and the specific roles and responsibilities Directors, thereby enabling them to contribute effectively to the Company's strategic decision-making and governance processes.

Key Highlights of the Programme: a. Industry-Centric Sessions: Independent Directors are equipped with industry-specific insights through dedicated programs, enabling them to better understand the evolving business landscape. This empowers them to contribute more effectively to strategic discussions and fulfill their oversight responsibilities. b. Business Overview and Strategy: Briefings on Company's financial performance, operational strategies, and market position. c. Regulatory and Compliance Updates: Updates on key legal, regulatory, and ESG developments affecting the Company. d. Risk Management & Internal Controls: Discussions on risk assessment, mitigation strategies, and governance mechanisms, including climate and ESG risks. During the financial year 2024 25, the Independent Directors participated in various familiarisation programs, totaling approximately 7 hours and 25 minutes of training, ensuring they remain well-informed and capable of making strategic contributions to the Company. Details of these familiarisation programs, including session topics, are available on the Company's website at: https://www.tciexpress.in/images/ pdf/384_FAMILARIZATION%20PROGRAM.pdf

BOARD'S COMMITTEES

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

Responsibility Committee, and (e) the Risk Management Committee. Additionally, the Board forms various operational Committees as needed.

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

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

Throughout the reporting period, the Board and its Committees adhered to the statutory mandates outlined in the Act and Listing Regulations. During the reporting year, four (4) meetings of the Board and eleven (11) meetings of

Board's statutory Committees were held, details of which are meticulously documented in the Corporate Governance

Report, underscore our commitment to transparent and effective governance practices.

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

NOMINATION AND REMUNERATION POLICY

In accordance with the guidelines outlined in Section

134(3)(e) and 178(3) of the Act, along with the corresponding Regulation 19 of the Listing Regulations, the Nomination and

Remuneration Committee of the Board has formulated a

Nomination & Remuneration Policy for the appointment and determination of remuneration of the Directors, key Managerial Personnel (‘KMP'), Senior Management Personnel (‘SMP') and other employees of Company. The Committee has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive and Non-Executive Directors of the Company. The Committee takes into consideration the best remuneration practices in the industry, while fixing appropriate remuneration packages and for administering the long-term incentive plans, such as employees stock Options, pension and retirement benefits. The compensation package is designed based on the set of principles enumerated in the said Policy. The Board of Directors affirms that the remuneration paid to the Directors, KMP, SMP, and other employees is in accordance with the Nomination and Remuneration Policy of the Company. Key aspects of this Policy are outlined in the Corporate Governance Report, included within Annual Report and also available for reference on the Company's website at https:// www.tciexpress.in/images/pdf/391_391_NOMINATION%20 and%20REMUNERATION%20POLICY.pdf

The Company has implemented an ‘Employee Stock Option Plan-2016' (‘ESOP-2016 Plan' or ‘Plan') in the year 2016, with the strategic objective of motivating, retaining, and attracting results,alongwithother talent through a performance-driven equity incentive program. The Plan is designed to enhance Shareholder value, cultivate a sense of ownership among employees, and provide a compelling mechanism for wealth creation. The Nomination and Remuneration Committee of Board, inter-alia, administers and monitors the Plan. There were no material changes intheaforesaidPlan duringthe year 2024-25, the Company year and the same is in compliance with the SEBI (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021, and amendments thereof (‘ESOP Regulations'). However, the Board of Directors at its meeting held on May 30, 2025 based on the recommendations of the Nomination and Remuneration

Committee, proposes to amend the existing ESOP-2016 Plan, by revising the vesting and exercise periods of the options granted/to be granted under the Plan. The proposed amendment aims to enhance the flexibility and effectiveness of the Plan in alignment with the long-term interests of the Company and its employees.

The Shareholders are requested to refer to the Notice of the

AGM, which sets out the detailed rationale and terms of the proposed amendments to the Plan, in accordance with the ESOP Regulations. The applicable disclosures relating to ESOP-2016 Plan, as prescribed under the ESOP Regulations, pertaining to the year ended March 31, 2025, is posted on the Company's website at https://www.tciexpress.in/annual-reports. aspx?invid=2&key=c81e728d9d4c2f636f067f89cc14862c and forms a part of this Report. Auditor of the The Company, to the effect that, the ESOP-2016 Plan is being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be available for inspection during the AGM. No employee was issued stock Options during the year, equal to or exceeding one percent (1%) of the issued capital of the Company, at the time of grant. The equity shares issued under ESOP-2016 Plan, rank pari passu with the existing equity shares of the Company. The Company's equity shares including those allotted during the year are listed on the National Stock Exchange of India Limited (‘NSE') and BSE Limited (‘BSE'). The voting rights attached to the shares that may be issued to employees under the Plan shall be exercised by the employees themselves. Accordingly, the disclosure requirements under Section 67(3) of the Act are not applicable. During the year, there were no instances of loans granted by the Company to its employees for purchasing its shares. The

Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees.

STATEMENT ON SHARE CAPITAL AND AMENDMENTS

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

March 31, 2025 at 10,00,00,000, comprised of 5,00,00,000 equity shares of 2.00 each. During the financial and allotted an aggregate of 37,535 equity shares as part of its ongoing equity issuance program. The allotments were made as under:

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

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

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

Fund Raising

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

DISTRIBUTION OF PROFITS AND RETURN TO SHAREHOLDERS

The Board of Directors are pleased to recommend for your approval a final dividend of 2.00 per equity share (100%) of face value of 2.00 each, in addition to an overall Interim Dividend of 6.00 per equity share (300%). The total dividend for the FY 2024-25 amounts to 8.00 per equity share and would involve a total cash outflow of 30.69 Crores, resulting in a dividend payout of 35.76% of the consolidated profits of the Company. The dividend pay-out has been determined and affirmed in accordance with the Dividend Distribution Policy of the Company. The Company has adopted the Dividend Distribution Policy to determine the distribution of dividends in accordance with the provisions of applicable laws and has been uploaded on the website at https://www.tciexpress.in/corporate-governance-policy?invid=10&key=d3d9446802a44259755d38e6d16 3e820

Final dividend, if approved at the ensuing annual general meeting, shall be paid to the eligible members within the stipulated time period, to those Members, whose names appear in the Company's register of members and beneficial owners as per the details to be furnished by National Securities

Depository Limited (‘NSDL') and Central Depository Services

(India) Limited (‘CDSL') on the record date.

In accordance with provisions made under the Income Tax Act,

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

Amount to be carried to Reserves

During the financial 60.00 Crores was transferred from retained earnings to the General Reserve.

INVESTOR EDUCATION AND PROTECTION FUND- TRANSFER OF UNCLAIMED DIVIDENDS

In compliance with the provisions of Section 124(5) and Section 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time (‘IEPF

Rules'), the Company has duly transferred the unclaimed and year 2016-17, along with unpaidfinaldividendfor the financial the first and secondinterimdividendsforthefinancialyear 2017-18, aggregating to 21,25,437 to the credit of the Investor Education and Protection Fund (‘IEPF') Authority, maintained by the Government of India. The dividend pertaining to the equity shares transferred to demat account of the IEPF Authority amounting to 39,88,463 (after deduction of tax) was also transferred to the IEPF Authority. Accordingly, the total amount of dividend transferred by the Company to IEPF Authority during the financial year was 61,13,900. Further, in accordance with Rule 6 of the IEPF Rules, a total of 39,561 equity shares, in respect of which the dividend had remained unclaimed or unpaid for a continuous period of seven (7) consecutive years, relating to the aforementioned financial to the demat account of the IEPF Authority.

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

The statement of unclaimed and unpaid dividend amounts, as required under Rule 5(8) of the IEPF Rules, has been duly uploaded on the Company's website at the following link:https://www.tciexpress.in/unpaid-dividend?invid=18&key= 6f4922f45568161a8cdf4ad2299f6d23. The same information has also been filed with and made available on the website of the Ministry of Corporate Affairs (‘MCA'). The Shareholders are advised to visit the MCA website or the Company's website to check the status of any unpaid or unclaimed dividend amounts, along with details of their shareholding in the Company. Members whose dividends or shares have been transferred to the IEPF, may claim the same by submitting an online application in Form IEPF-5, along with the requisite documents, as prescribed by the IEPF Authority. Detailed procedures and guidelines for making such claims are available on the Company's website at https://www.tciexpress.in/investor-faq and on the officialwebsite of the IEPF Authority at https:// www.iepf.gov.in/IEPF/refund.html.

In accordance with the IEPF Rules, the Board of Directors of the Company have appointed Ms. Priyanka, Company Secretary as the Nodal Officer for liaising with the IEPF Authority, ensuring compliance with IEPF provisions, and overseeing the timely transfer of unclaimed dividends and shares to the IEPF. KFin Technologies Limited continues to act as the Registrar and Share Transfer Agent (‘RTA') of the Company and is responsible for handling all investor-related services, including matters pertaining to the IEPF.

AUDITORS

The Members of the Company, at the 12th AGM, had approved the re-appointment of M/s. R.S. Agarwala & Co., Chartered Accountants (Firm Registration No. 304045E), as the Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the said AGM and continuing until the conclusion of 17th AGM. In accordance with the provisions of Section 139 of the Act and the applicable rules made thereunder, M/s. R.S. Agarwala & Co. will complete their second and final consecutive term as Statutory Auditors at the conclusion of the ensuing AGM.

The Board places on record its sincere appreciation for the professional services rendered by the firm during their tenure.

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

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

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

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

Pursuant to the provisions of Section 204(1) of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Company, with the approval of its Board of Directors, appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries (Unique Code-P1996WB042300) to conduct the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report for the FY 2024-25 confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification, requiring explanation or comments from the Board, under Section 134(3) of the Act. The Secretarial Audit Report issued by Secretarial Auditors is enclosed as Annexure -V and forms a part of this Report.

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

Audit of the Company and to furnish the Secretarial Audit

Report.

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

Notice of the Annual General Meeting, which forms part of the Annual Report.

Annual Secretarial Compliance Report

In accordance with the provisions of applicable laws, the Company has undertaken an audit of its secretarial records and compliance practices for the financialyear ended March 31, 2025. This audit was conducted to verify adherence to the applicable regulations, circulars, and guidelines issued under the SEBI Act. The Annual Secretarial Compliance Report, issued by a Practicing Company Secretary, has been submitted to the Stock Exchanges within the prescribed timeline of sixty (60) days from the end of the financial year, as required under the Listing Regulations.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Krishan Pal Garg, a qualified Accountant and a full-time employee of the Company, as the Internal Auditor. The Internal Auditor is responsible for evaluating the effectiveness of internal controls, risk management practices, and governance processes within the Company. In discharge of his duties, Mr. Garg conducts comprehensive internal audits across various operational and financial basis. The scope of these audits is determined in consultation with the Audit Committee and is aligned with the evolving business requirements and risk landscape. The Internal Auditor places before the Audit Committee, at each of its quarterly meetings, a detailed Internal Audit Report comprising key audit observations, control gaps (if any), and corresponding action taken reports. Where required, he also outlines mitigation plans to address any potential risks or areas of improvement. In addition to written reports, Mr. Garg regularly makes presentations to the Audit Committee, providing insights into the effectiveness and adequacy of the

Company's internalfinancialcontrols, audit findings mitigation mechanisms.

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has instituted an effective internal control system framework encompassing comprehensive standard operating procedures (‘SOP's), policies, processes, and operational manuals. The system ensures the orderly and efficient conduct of business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information. The internal audit function, headed by Mr. Krishan Pal Garg, provides independent and objective assurance on the adequacy and effectiveness of the Company's internal control environment. In addition to oversight by the Internal Auditor, functional and departmental heads bear the responsibility for the effective implementation and continuous monitoring of compliance with all applicable laws, rules, regulations, and internal policies applicable to their respective areas of operation. The Company has also implemented a well-defined system of internal financial controls (‘IFC') with financial statements. These controls are designed to ensure the accuracy and completeness of accounting records, the reliability of financial frauds and errors, and timely preparation of financial in accordance with applicable accounting standards.

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

Committee also monitors the implementation status of audit recommendations and ensures appropriate follow-up actions are taken.

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

RISK MANAGEMENT records or

Risk management is a critical pillar of our corporate governance and operational framework at TCI Express. As a leading player in the Indian express logistics sector with a growing footprint in international markets, the Company operates in a dynamic and evolving business environment. To effectively address the uncertainties inherent in such an environment, we have embedded a robust and comprehensive risk management framework across all levels and functions of the organisation. Our Risk Management Policy has been formulated in accordance with industry best practices and regulatory requirements, including Regulation 21 of the Listing Regulations. The Policy outlines the process for systematic identification, assessment, monitoring, and mitigation of risks. Its principal objective is to proactively manage changes in both the internal and external business environment, minimize adverse impacts, and seize potential opportunities, thereby ensuring business continuity and long-term value creation. The Company has instituted a structured matrix on risk evaluation, employing a structured risk matrix that assesses risks according to their likelihood and potential impact. These risks are systematically categorised across a defined low, medium, and high,thereby facilitating a clear prioritisation process. This framework serves as a strategic and operational cornerstone, guiding the formulation and implementation of targeted risk mitigation strategies. to the In line with regulatory requirements, the Risk Management Committee of the Board has been constituted to oversee the enterprise-wide risk management framework. The Committee disclosures,prevention anddetectionof periodically reviews the Company's risk management policies, statements procedures, and standard operating protocols (‘SOPs'). It provides strategic guidance and recommendations aimed at strengthening risk controls, mitigating vulnerabilities, and ensuring the Company's resilience against emerging and evolving risks.

Furthermore, the Audit Committee of the Board plays an integral role within the broader risk governance framework. Through close collaboration with the Risk Management Committee, the Audit Committee contributes to a comprehensive and coordinated approach to risk identification, evaluation, and mitigation. This synergy ensures that risk management efforts are aligned with the Company's overall strategic objectives and governance standards, thereby promoting robust internal controls and safeguarding stakeholder interests. A dedicated section detailing the key business risks faced by the Company, along with the corresponding mitigation measures and internal control mechanisms, has been incorporated within the MDA section.

COST RECORD

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

PUBLIC DEPOSITS

During the current review period and previous years, your

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

INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

In alignment with the internal governance structure and in accordance with the provisions of the aforementioned Policy, all RPTs undertaken during the financialyear were executed with prior approval of the Audit Committee and the Board. Prior omnibus approval was obtained for RPTs that are recurring in nature or are anticipated, as well as for unforeseen transactions in the ordinary course of business, subject to compliance with threshold limits and terms as prescribed under the Act and the Listing Regulations. The Company submits a detailed report of all RPTs on a quarterly basis to the Audit Committee and the Board, accompaniedbycertification from the Internal Auditor, confirming compliance with internal policies and statutory requirements. During the financialyear under review, all RPTs executed by the Company were conducted on an arm's length basis and in the ordinary course of business. These transactions have been appropriately disclosed in compliance with Ind AS-24, within the Notes to the Financial Statements. Apart from the transactions disclosed as above, no other RPTs were entered into with Promoters, members of the Promoter Group, Directors, KMP, SMP of the Company, or with its Subsidiary. Furthermore, there were no transactions, either directly or indirectly involving any third party, that could potentially give rise to a conflict of interest affecting the broader interests of the Company. Any interest held by Directors is transparently disclosed during meetings of the Board and the Audit Committee. Directors with a potential or actual conflict of interest abstain from deliberations and voting in relation to such transactions, thereby upholding the principles of fairness and accountability in the Company's decision-making processes.

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

Information relating to foreign exchange earnings and outgo is comprehensively disclosed in the Corporate Governance

Report and detailed further in the Notes to the Standalone Financial Statements, forming an integral part of the Annual

Report.

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

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.

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

DIRECTOR'S RESPONSIBILITY STATEMENT

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

1. That in the preparation of the annual Financial Statements for the financial year ended March 31, 2025, 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, 2025 and of the profit and loss of the Company for the financial year ended on that date;

3. That proper and maintenanceofadequateaccountingrecordsinaccordance 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.

The financial year under review presented unprecedented challenges, while this period tested our resilience, it also offered valuable lessons and an opportunity to reassess, realign, and reinforce our strategic focus. As we look ahead, we are confident of navigating emerging opportunities and challenges while enhancing stakeholder value. Together, with continued collaboration and shared purpose, we look forward to scaling greater heights and delivering excellence in all facets of our business. We extend our sincere gratitude to all our stakeholders, including our shareholders, customers, employees, partners, and regulatory authorities, for their continuous support, trust, and commitment during this period. Your belief in our vision and continued engagement has been the cornerstone of our ability to navigate challenges with agility and responsibility. Together, we shall continue to build on our legacy and strive for a future defined by progress, resilience, and shared success.