TCI Express Ltd Directors Report

To the Members of the Company

On behalf of the Board of Directors, it gives us great pleasure to present the 18 th Annual Report of TCI Express Limited (the Company or your Company or TCI Express), along with the audited standalone and consolidated Financial Statements for the financial year ended March 31, 2026 (FY 2025-26 or year under review). The Report has been prepared in 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 Boards Report.

This Report provides a comprehensive overview of the Companys strategic priorities, operational and financial performance, and key initiatives undertaken during the year. It also reflects the Companys continued emphasis on strong corporate governance, effective risk management and its commitment to sustainability and responsible business practices.

OPERATING FINANCIAL PERFORMANCE AND DEVELOPMENTS

Below is the summarization of the audited financial performance of the Company, both on a standalone and consolidated basis, for the fiscal year ended March 31, 2026, as well as the preceding year.

(Rs. in Crores)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	1250.42	1221.14	1252.67	1221.71
Profit before Interest, Depreciation, Taxation & Exceptional Item (PBIDT)	146.03	143.25	140.51	138.36
Less: Interest (Net)	1.87	1.25	2.13	1.31
Less: Depreciation (Net)	25.39	21.86	25.74	21.87
Less: Exceptional Item	-	-	2.28	-
Profit/ (Loss) before Tax (PBT)	118.77	120.14	110.36	115.18
Less: Tax Expenses	28.93	29.37	28.93	29.37
Profit/(Loss) after Tax (PAT)	89.84	90.77	81.43	85.81

During the year, the Company recorded stable financial performance. On a standalone basis, total income increased by 2.40% to 1,250.42 Crores, while on a consolidated basis, total income grew by 2.53% to 1,252.67 Crores. PBIDT improved by 1.94% on standalone basis and by 1.55% on consolidated basis.

PAT stood at 89.84 Crores on standalone basis and 81.43 Crores on consolidated basis as compared to 90.77 Crores and 85.81 Crores respectively in the previous year.

With an extensive PAN India network and a strong presence across key industry segments, the Company continues to strengthen its service capabilities and expand its customer reach, supported by technology-driven operations, continuous process improvements and focus on service excellence. Going forward, the Company remains well-positioned to capitalize on emerging opportunities and continues to focus on operational efficiency, sustainable growth and long-term value creation for all stakeholders.

Financial Performance and Business Overview

The Management Discussion and Analysis (MDA) section of the Annual Report provides a detailed review of our operational and financial performance, together with key strategic developments for the FY 2025-26. Please refer to the MDA Report, which forms an integral part of the Annual Report.

The Company publishes its consolidated and standalone Financial Statements on a quarterly and annual basis. These financial results are also made available on the Companys official website at the following link: https://www.tciexpress.in/financial-resul ts?invid=1&key=c4ca4238a0b923820dcc509a6f75849b 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.

Implementation of New Labour Codes

Pursuant to the implementation of the New Labour Codes by the Government of India with effect from November 21, 2025, the Company reassessed its employee benefit obligations based on the revised definition of wages and applicable provisions. The resultant impact, wherever applicable, has been appropriately recognised in the Financial Statements.

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 financial statements have been prepared on a going concern basis and the accounting policies have been applied consistently across all the periods presented therein.

Subsidiary, Associate and Joint Venture Companies

TCI Express Pte. Ltd., Singapore, continues to be a wholly owned subsidiary (Wos) of the Company and serves as the Companys regional presence for supporting its international business operations. During the year under review, TCI Express Pte. Ltd. acquired TCI Global (Singapore) Pte. Ltd. by way of transfer from TCI Holdings Asia Pacific Pte. Ltd., a step-down Wos of Transport Corporation of India Limited (TCIL). Pursuant to the aforesaid transaction, TCI Global (Singapore) Pte. Ltd. has become a step-down subsidiary of TCI Express.

The Company has prepared the consolidated Financial Statements in accordance with the provisions of Section 129(3) of the Act, which include financial performance of the Company and its subsidiaries and appropriately reflect the contribution and overall performance of the subsidiaries during the financial year. A statement containing the salient features of the financial statements of the wholly owned subsidiaries in the prescribed Form AOC-1 is provided in Annexure-I to this Report.

The Company has not formed any associate or joint venture since its incorporation. Accordingly, there are no associate or joint venture companies within the meaning of Section 2(6) and Section 2(87) of the Act, as at the end of the financial year.

Internal Controls over Financial Statement

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

ANNUAL RETURN AND STATUTORY REPORTS

Annual Return

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

Management Discussion and Analysis Report

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

Business Responsibility and Sustainability Report

In accordance with Regulation 34(2) of the Listing Regulations, the Annual Report incorporates a dedicated section on Business Responsibility and Sustainability Report (BRSR), that outlines the Companys initiatives on social, environmental and governance aspects for the fiscal year 2025-26.

Environmental, Social and Governance Report

In FY 2022-23, the Company published its inaugural Environmental, Social and Governance (ESG) Report, outlining its ESG framework, stakeholder engagement process, material topics, sustainability goals and commitments. Shareholders may access the Report through the Companys website at https://www. tciexpress.in/esg-report?invid=33&key=eccbc87e4b5ce 2fe28308fd9f2a7baf3.

In line with its ESG commitments, the Company continues to make significant progress across key sustainability parameters. During FY 2025-26, the Company generated 3,628 GJ of electricity from renewable energy sources, primarily solar power, resulting in the avoidance of approximately 725

MTCO e of greenhouse gas emissions. The Company also enhanced the deployment of alternate fuel vehicles, including CNG and electric vehicles, for last-mile delivery operations, thereby reducing its carbon footprint.

The Company further strengthened its focus on workforce diversity, achieving 15% women representation during the year. Capacity-building initiatives were expanded, resulting in ESG training coverage of 66.39% among BA and DBA partners, while employees received an average of seven (7) training hours during the year. As part of its circular economy and waste management initiatives, the Company recycled 9.3 metric tonnes of waste through CPCB-authorized recyclers.

Additionally, ESG assessments were conducted for key value chain partners, including BA, DBA and vehicle vendors, achieving an overall assessment coverage of 79%, thereby enhancing sustainability, risk management and governance practices across the supply chain. These initiatives are supported by the Companys Integrated Management System (IMS), which is aligned with internationally recognized standards, namely ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health and Safety Management System).

Corporate Governance Report

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

ETHICAL PRACTICES AND PROTECTION MECHANISM

The Company continues to uphold the highest standards of ethics, integrity, transparency and value-based governance, which remain integral to its business philosophy and operations. This commitment is supported by a well-defined governance framework comprising comprehensive policies, codes and procedures, designed to ensure ethical conduct, accountability and compliance with applicable laws and regulations.

The Companys core values of honesty, fairness and responsibility are embedded across all levels of the organisation through its Code of Business Conduct and Work Ethics, Code of Conduct for Directors/KMPs/SMPs and Suppliers Code of Conduct, which collectively set the expected standards of conduct for employees, management and business partners. Governance practices are further strengthened through the Code of Conduct for Prevention of Insider Trading and Fair Disclosure of Price Sensitive Information and the Policy on Related Party Transactions, ensuring transparency and protection of stakeholder interests.

The Company follows a zero-tolerance approach towards unethical practices, as reflected in its Policy on Anti-Bribery and Anti-Corruption, read with the Whistle Blower and Protection Mechanism, which provide a robust framework for reporting concerns, with adequate safeguards to ensure confidentiality and protection against any form of retaliation.

The mechanism enables Directors, employees and other stakeholders to report genuine concerns, unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct without fear of retaliation. The Policy also provides direct access to the Chairperson of the Audit Committee in appropriate cases. No person has been denied access to the Chairperson of the Audit Committee.

The Company is equally committed to fostering an inclusive and respectful workplace environment through its Policy on Human Rights and Prevention of Sexual Harassment at Workplace, supported by an effective grievance redressal mechanism. Employee well-being, along with health, safety and environmental sustainability, is further reinforced through the Health, Safety and Environment (HSE) Policy, particularly across operational locations.

Further, the Risk Management Policy and Cyber Security Policy enable the Company to proactively identify and mitigate enterprise and technology-related risks, while the Corporate Social Responsibility Policy, Sustainable Procurement Policy and Stakeholders Engagement Policy underscore its commitment to responsible business conduct and sustainable value creation.

The aforesaid policies, hosted on the Companys intranet and website, collectively constitute an integral part of the Companys governance framework. A detailed overview of the same is provided in the BRSR, read together with MDA Report, forming integral part of this Annual Report.

PREVENTION FROM SEXUAL HARASSMENT

Towards its commitment to maintain a safe and healthy work environment, the Company has adopted Policy on Prevention of Sexual Harassment at Workplace in compliance of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH Act), which is aimed at providing a safe, secure and dignified work environment and to deal with complaints relating to sexual harassment at workplace. Apart from Companys workforce, the Policy gives shelter to contract workers, probationers, temporary employees, trainees, apprentices and any person visiting the Company. The Companys Policy for prevention of sexual harassment is available on the Companys website at https://www.tciexpress.in/ corporate-governance-policy?invid=10&key=d3d9446 802a44259755d38e6d163e820 The Company has constituted Internal Complaints Committees (ICCs) at all relevant locations across India and is in full compliance with the provisions relating to the constitution of such Committees under the POSH Act, for the effective prevention, prohibition and redressal of complaints relating to sexual harassment. Regular training and awareness programmes are conducted, both through internal and external platforms, to sensitise employees on the prevention of sexual harassment, promote gender equality, and reinforce the importance of maintaining a workplace free from discrimination, harassment and bias. These programmes are designed to educate employees on their rights and responsibilities, encourage respectful behaviour, and provide clear guidance on the mechanisms for reporting, addressing and resolving grievances in a fair and confidential manner.

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 continues to integrate Corporate Social Responsibility (CSR) into its business philosophy, with a clear focus on contributing to sustainable and inclusive development. Its CSR approach is driven by a commitment to create long-term value for society, while upholding the highest standards of responsible business conduct.

Pursuant to the provisions of Section 135 of the Act, the Board has constituted a CSR Committee and approved a CSR Policy, which outlines the Companys vision and mission, guiding principles, governance structure, implementation and monitoring mechanisms, budgetary framework, identification of beneficiaries, and key priority areas for CSR interventions. It also lays down the modalities for execution of projects, either directly by the Company or through implementing agencies, along with mechanisms for impact assessment and reporting.

In line with the TCI Groups CSR framework, the Company undertakes a range of structured programmes addressing key areas of social impact. These include Shiksha , which focuses on enhancing access to quality education; Kavach , aimed at healthcare, hygiene and preventive care and road safety awareness; Saksham , which supports skill development and livelihood generation; Shourya , promoting sports and youth engagement; Paryavaran , aimed at promoting environmental sustainability through initiatives including afforestation, adoption of green logistics practices, conservation of natural resources and environmental awareness and Samantha , which drives community development and social inclusion. The Companys CSR initiatives are aligned with Schedule VII of the Act and are implemented through a combination of in-house capabilities and experienced implementing partners, with due emphasis on effective monitoring and measurable outcomes.

A detailed disclosure on the CSR Policy and the initiatives undertaken during the financial year, in accordance with the applicable statutory requirements, is set out in Annexure-II to this Report. The Corporate Governance Report provides information on the composition of the CSR Committee, its terms of reference, and meetings held during the year. Further, comprehensive insights into the Companys CSR initiatives and their impact are also covered in the MDA and BRSR, forming part of this Annual Report.

HUMAN RESOURCES

The Company recognizes human capital as a strategic enabler of long-term value creation and continues to invest in building a high-performing, agile, and inclusive workforce. Its people philosophy is anchored in fostering a strong value-based culture, driving employee engagement, and enabling continuous capability development across the organization. During the year, the Company strengthened its people practices through focused interventions aimed at enhancing organizational effectiveness, aligning individual goals with business priorities, and fostering a collaborative and performance-driven work environment. Structured engagement forums, leadership connect initiatives, and transparent communication mechanisms were further reinforced to promote a culture of openness, trust, and accountability.

The Company continues to uphold a culture of open communication and freedom to speak, supported by robust grievance redressal mechanisms and regular leadership interactions across locations. These platforms enable employees and workers to share feedback, voice concerns, and contribute to continuous improvement, thereby strengthening organizational responsiveness and engagement.

Diversity, equity, and inclusion remain integral to the Companys people strategy. The Company is committed to providing equitable opportunities and fostering an inclusive workplace through focused hiring, development and retention initiatives. As part of its ongoing efforts, women represented 15% of the total workforce as on March 31, 2026. The Company also supports its women employees by extending maternity leave and related benefits to eligible female employees in compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

Capability building continues to remain a key focus area for the Company. Structured learning and development initiatives have been implemented to enhance technical, functional, behavioural and leadership competencies across all levels of the organisation. During the year, employees underwent an average of seven (7) training hours per employee, with a strong emphasis on developing future-ready skills and capabilities.

In addition to internal programmes, the Company also facilitates external training interventions for employees across all levels, including senior management, through reputed institutions and specialised programmes such as those focused on leadership development, business growth and cultural transformation. Regular awareness programmes were also conducted on key governance and sustainability areas, including code of conduct, prevention of sexual harassment, anti-bribery and anti-corruption practices, human rights, and HSE standards.

Employee well-being, safety, and engagement remain key priorities. The Company maintains robust HSE policies and continuously strengthens its practices to ensure a safe and healthy workplace. The Companys commitment to quality, occupational health and 156 safety, and environmental management is further reinforced through its ISO 9001, ISO 14001 and ISO 45001 certifications. Various wellness initiatives, including health check-ups, medical benefits, and employee support programmes, are undertaken to promote physical, mental, and psychosocial well-being.

The Company maintained an employee retention rate of 80% during the year and continues to invest in employee engagement, learning and development, and career growth initiatives to foster a motivated and high-performing workforce. As on March 31, 2026, the Company had a workforce of 2,769 employees, reflecting a stable and committed talent pool. Industrial relations remained cordial and harmonious throughout the year, with no material disruption to operations.

Going forward, the Company will continue to align its human resource practices with evolving ESG priorities, with a focus on diversity, employee engagement, capability building and workplace safety. The Company remains committed to nurturing a resilient, future-ready and purpose-driven workforce while strengthening its people practices to support sustainable growth and long-term value creation. Further details on human capital initiatives, including employee metrics, diversity, training, and engagement, are provided in the MDA and the BRSR, forming an integral part of this 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 Boards Report is being sent to the members of the Company excluding the statement of particulars of top ten employees, as prescribed under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. None of the employees mentioned in the Annexure are related to any Director of the Company.

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors and composition

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 specialized 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.

Cessation

During the financial year, the Company lost its long-associated Director, Mr. Ashok Kumar Ladha. The Board places on record its deep appreciation for the invaluable contributions made by Mr. Ladha during his tenure as an Independent Director.

Board Appointments during the Year

During the year under review, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 30, 2025, approved the appointment of Mr. Mukti Lal (DIN: 07091472), who was earlier serving as the Chief Financial Officer (CFO) of the Company, as Executive Director & CFO of the Company. Further, the Board also approved the appointment of Mr. Phool Chand Sharma (DIN: 01620437) as an Independent Director of the Company, who was earlier serving as a Non-Executive Director on the Board.

The aforesaid appointments were subsequently approved by the Shareholders at the Annual General Meeting (AGM) of the Company held on July 23, 2025.

Proposed Appointment

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 27, 2026, has proposed re-appointment of Mr. Chander Agarwal (DIN: 00818139) as Managing Director of the Company for a further term of five (5) years, for the consideration and approval of the Members at the forthcoming AGM.

The Board has also proposed the appointment of Mr. Pavan Kumar Munjuluri (DIN: 01514557) and Mr. Vikram Singh Mehta (DIN: 02200425), as Independent Directors of the Company for a first term of five (5) consecutive years. The aforesaid appointments are subject to the approval of the Members at the ensuing AGM.

Further, in accordance with the provisions of Section 152 of the Act, read with the Articles of Association of the Company, Mr. Vineet Agarwal (DIN: 00380300), Non-Executive Director, is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment. Accordingly, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee and having regard to his experience, expertise and continued valuable contribution to the Company, has recommended his re-appointment for the consideration and approval of the Members at the ensuing AGM.

Details of Directors seeking Appointment and ReAppointment

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 AGM includes brief profile of Mr. Pavan Kumar Munjuluri, Mr. Vikram Singh Mehta, Mr. Vineet Agarwal and Mr. Chander Agarwal. The Notice also provides detailed information regarding the proposals related to their appointment/ re-appointment, along with the requisite disclosures mandated by the Act and the Listing Regulations.

Key Managerial Personnel

During the financial year, certain changes in the designation of senior management personnel were carried out pursuant to internal organisational restructuring. Mr. Ashok Pandey was re-designated as Regional Manager and, accordingly ceased to be classified as a Key Managerial Personnel (KMP) of the Company. Mr. Pabitra Mohan Panda was re-designated as Chief Business Officer, however, there was no change in his status as a KMP. Further, Mr. Mukti Lal, Chief Financial Officer of the Company, was elevated and appointed as Executive Director & CFO during the year, reflecting the Companys focus on strengthening its leadership structure.

Accordingly, as at the close of the financial year and as on the date of this Report, the composition of KMP TCI Express Limited has been updated in accordance with organizational requirements and the details are set out below:

1. Mr. Chander Agarwal: Managing Director;

2. Mr. Mukti Lal: Executive Director and CFO;

3. Mr. Pabitra Mohan Panda: Chief Business Officer;

4. Ms. Priyanka: Company Secretary.

Independent Directors

During the year under review, Mr. Phool Chand Sharma (DIN: 01620437) was appointed as an Independent Director of the Company with effect from May 30, 2025, in accordance with the applicable provisions of the Act and the Listing Regulations.

Mr. Murali Krishna Chevuturi and Mr. Prashant Jain will complete their respective tenures as Independent Directors and shall retire from the Board upon the conclusion of their term on August 17, 2026. In view of their impending retirement and in line with the Boards succession planning framework, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has proposed the appointment of Mr. Pavan Kumar Munjuluri (DIN: 01514557) and Mr. Vikram Singh Mehta (DIN: 02200425), as Independent Directors of the Company for a term of five (5) consecutive years with effect from May 27, 2026, subject to the approval of the Members. The Independent Directors of the Company hold office for a fixed term of five (5) years and are not liable to retire by rotation.

The Board places on record its sincere appreciation for the valuable guidance, expertise and contributions made by Mr. Murali Krishna Chevuturi and Mr. Prashant Jain during their tenure as Independent Directors. The Board is also confident that the proposed appointees will bring rich experience and continue to contribute meaningfully to the Companys governance and strategic direction.

Declaration of Independence

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

They have confirmed their registration with the Independent Directors 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 were presented before the Board, based on that the Board of Directors has opined that all Independent Directors, including the one appointed during the year, possess the requisite integrity, expertise, and experience, including proficiency as outlined in Section 150(1) of the Act, read with Rules made thereunder. 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 Companys website at https://www.tciexpress.in/board-general-meetings. None of the Directors are disqualified, according to Section 164 of the Act, from being appointed as a Director or are debarred or disqualified by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA) or any other such statutory authority. A certificate verifying this, signed by M/s. PI & Associates, Practicing Company Secretaries, is attached to the Corporate Governance Report, which forms an integral part of Annual Report.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee is entrusted with the responsibility of formulating the criteria for evaluation of the performance of the Board, its Committees, and individual Directors, including the Chairperson. The evaluation framework is aligned with the principles laid down in the Guidance Note on Board Evaluation issued by the SEBI, ICSI and is periodically reviewed to reflect evolving regulatory and governance requirements.

During the financial year 2025-26, a comprehensive performance evaluation of the Board, its Committees, the Chairperson, and individual Directors was carried out through structured questionnaires designed to assess various qualitative and quantitative parameters. The Executive Directors were evaluated based on the Companys overall performance, achievement of strategic objectives, leadership, enhancement of brand equity, and business growth initiatives.

The Non-Executive Directors were evaluated based on their participation in Board and Committee meetings, contribution to deliberations, and discharge of their duties with due care, skill and diligence. In addition to these parameters, the Independent Directors were also evaluated on the independence of their judgment, strategic guidance, professional competence, continuous updation of knowledge, and commitment to fairness, integrity and good corporate governance. The performance of the Chairperson was evaluated based on his contribution at the meetings, effectiveness in providing leadership, relationship and communication with shareholders and the Board and his overall contribution to the effective functioning of the Board during the year.

The evaluation of the Board encompassed aspects such as its composition and diversity, experience and domain expertise, effectiveness in strategic oversight, participation and engagement in meetings, independence of judgment, and overall governance practices. The performance of the Committees was evaluated based on their effectiveness in discharging the functions and responsibilities, adequacy of their independence from the Board, the extent to which their recommendations contributed to the Boards decision-making process, and their overall performance during the year.

A comprehensive report of the evaluation outcomes was placed before the Nomination and Remuneration Committee and subsequently noted by the Board of Directors. The Nomination and Remuneration Committee and the Board acknowledged that the evaluation framework adopted by the Company is comprehensive, structured, and reflective of the high level of engagement, effectiveness, and governance standards demonstrated across the Board and its Committees.

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.

FAMILIARIZATION PROGRAMME

In compliance with the provisions of the Act and Regulation 25(7) of the Listing Regulations, the Company has a structured induction and familiarisation programme for its Directors. The programme provides orientation on the Companys business operations, industry landscape, business model, governance framework, organizational culture and the roles and responsibilities of Directors, enabling them to effectively contribute to the Board and Committee proceedings.

As part of the Companys ongoing familiarisation initiatives, the Directors are regularly updated through presentations by the KMP and Senior Management on business strategy, financial performance, risk management, compliance, sustainability initiatives, regulatory developments and other key business matters.

Details of the familiarisation programme are provided in the Corporate Governance Report forming part of this Annual Report and are also available on the Companys website at https://www.tciexpress.in/ corporate-governance-policy?invid=10&key=d3d9446 802a44259755d38e6d163e820.

BOARDS COMMITTEES

The Board has constituted Committees, including statutory Committees as required under applicable laws and regulations, to facilitate effective discharge of its responsibilities and to provide focused oversight on key areas of governance and operations. These Committees include

(a) Audit Committee,

(b) Stakeholders Relationship Committee,

(c) Nomination and Remuneration Committee,

(d) Corporate Social Responsibility Committee, and

(e) Risk Management Committee. Each Committee operates within a defined charter approved by the Board, setting out its roles, responsibilities, scope, and powers in accordance with applicable regulatory requirements.

The Committees play a critical role in strengthening governance standards, enhancing transparency and accountability, and enabling informed decision-making across key functional areas. In addition, the Board, from time to time, constitutes operational and functional committees to address specific business requirements and to facilitate efficient execution of strategic initiatives.

The Board of Directors, at its meeting held on May 27, 2026, constituted an Executive Committee to oversee operational, administrative and business matters, ensuring efficient execution of business activities and timely decision-making within the overall supervision of the Board.

MEETINGS OF BOARD AND ITS COMMITTEES

The Board of Directors and the Audit Committee convene on a quarterly basis to review the Companys financial and operational performance, strategic priorities, key policies, and quarterly and annual financial results. In addition, proposals requiring urgent consideration are approved through resolutions passed by circulation and are subsequently placed before the respective meetings for noting.

Meetings of the statutory Committees of the Board are convened, as and when necessary, having regard to the business requirements and agenda items, and are conducted in compliance with applicable laws, regulatory requirements and the respective terms of reference.

Detailed disclosures pertaining to the composition of Board and its Committees, as well as their terms of reference and key functions, number of meetings held, and attendance of Directors are set out in the Corporate Governance Report, forming part of this Annual Report.

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, succession framework 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 (ESOPs), 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 Companys website at https://www. tciexpress.in/corporate-governance.aspx?invid=10&key= d3d9446802a44259755d38e6d163e820

EMPLOYEE STOCK OPTION PLAN

The Company had adopted the Employee Stock Option Plan-2016 (ESOP-2016 Plan or the Plan) in the year 2016, with the strategic objective of attracting, motivating, rewarding, and retaining key talent by aligning their interests with the long-term growth and performance of the Company. The Plan serves as a performance-linked equity incentive mechanism designed to foster a culture of ownership, commitment, and accountability among employees, while also enabling long-term wealth creation and enhancing overall shareholder value.

The Plan is administered and monitored by the Nomination and Remuneration Committee of the Board of Directors, which, inter alia is responsible for granting options, determining eligibility criteria, vesting conditions, exercise price, and other terms and conditions of the options, in accordance with the provisions of the Plan and applicable laws.

Pursuant to the approval accorded by the Members at the 17 th AGM held on July 23, 2025, the Company undertook the re-pricing of ESOPs granted during the financial years 2022-23 and 2023-24 and carried out certain amendments to the Plan, including the extension of the vesting and exercise periods for ESOPs granted during the said period as well as future grants. These initiatives were aimed at strengthening employees retention, enhancing flexibility under the Plan and fostering long-term alignment between employee interests and the Companys strategic objectives and sustainable growth aspirations.

All the aforesaid amendments were implemented in accordance with the approval granted by the Members and in compliance with the applicable regulatory requirements. The Plan continues to remain in full compliance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (ESOP Regulations), including any statutory amendments, modifications, or re-enactments thereof.

In accordance with the requirements prescribed under the ESOP Regulations, detailed disclosures pertaining to the ESOP-2016 Plan, for the financial year ended March31,2026,includinginformationongrants,vesting, exercises, and other relevant particulars, are available on the Companys website at the following link: https:// www.tciexpress.in/annual-reports.aspx?invid=2&key= c81e728d9d4c2f636f067f89cc14862c 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 Companys 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 year under review, there was no alteration in the authorized share capital of the Company, which continued to remain at 10,00,00,000 (Rupees Ten Crore only) divided into 5,00,00,000 (Five Crore) equity shares of 2.00 each as at March 31, 2026.

During the financial year 2025-26, the Company allotted an aggregate of 38,970 equity shares of face value 2.00 each under its ongoing equity ESOP-2016 Plan. The allotments were made on July 15, 2025, comprising 12,180 equity shares and on August 28, 2025, comprising 26,790 equity shares, in accordance with the applicable provisions of the Act, ESOP Regulations and other applicable regulatory requirements. Consequently, the issued and paid-up share capital of the Company stands increased from 7,67,60,040 comprising 3,83,80,020 equity shares to 7,68,37,980, comprising 3,84,18,990 equity shares of 2.00 each.

The detailed disclosures in respect of the aforesaid allotments, including the requisite particulars under the ESOP-2016 Plan, as required under Regulation 14 of the ESOP Regulations, are available on the Companys website and may be accessed at the following link: https://www.tciexpress.in/annual-reports. aspx?invid=2&key= c81e728d9d4c2f636f067f89cc14862c

Fund Raising

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

DISTRIBUTION OF PROFITS AND RETURN TO SHAREHOLDERS

The Company has formulated a Dividend Distribution Policy in accordance with the applicable provisions of law, which lays down the guiding principles, parameters, and criteria for declaration and payment of dividends. The Policy is available on the Companys website at: https://www.tciexpress.in/corporate-governance-policy?invid=10&key=d3d9446802a44259 755d38e6d163e820 In line with the aforesaid Policy, the Company endeavors to maintain a consistent and sustainable dividend payout, balancing the dual objectives of rewarding shareholders and retaining adequate resources for future growth. The dividend decisions are based on various factors, including profitability, earnings, cash flows, working capital requirements, capital expenditure plans, and overall business outlook, in line with the aforesaid Policy.

During the financial year 2025-26, the Company declared and paid an aggregate interim dividend of 7.00 per equity share (350%) on equity shares having a face value of 2.00 each, resulting in a total cash outflow of 26.89 Crores. The said dividend represents a payout ratio of 29.93% of the standalone profit of the Company for the financial year and is in line with the principles set out in the Companys Dividend Distribution Policy.

The Members may note that the dividend, if declared by the Company and paid during the financial year 2026-27, shall be taxable in the hands of the Members in accordance with the applicable provisions of the Income-tax laws in force from time to time. Members are requested to refer to the communication accompanying the AGM Notice, as well as subsequent communications that may be issued by the Company from time to time in relation to deduction of tax at source on dividend. Such communications contain detailed information regarding the applicable tax provisions, tax rates based on the residential status and category of Members, eligibility for exemption or lower/ nil deduction of tax, and the documents, declarations and other information required to be submitted by Members for availing the applicable tax benefits.

Amount to be carried to Reserves

During the financial year 2025-26, the Company appropriated 70.00 Crore from retained earnings and transferred the same 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 (IEPF Rules), as amended from time to time, the Company has transferred unclaimed and unpaid final dividend for the financial year 2017-18, along with the first and second interim dividends for the financial year 2018-19, aggregating to 42,15,942.60 to the Investor Education and Protection Fund (IEPF) Authority. Additionally, 49,33,723, being the dividend on shares transferred to the IEPF demat account, was also remitted, bringing the total dividend transferred to 91,49,665.60. Further, 37,799 equity shares, in respect of which dividend remained unclaimed for seven (7) consecutive years, were transferred to the demat account of the IEPF Authority, in compliance with Rule 6 of the IEPF Rules. 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 Companys 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 Companys website at the following link: https://www.tciexpress.in/unpaid-di vidend?invid=18&key=6f4922f45568161a8cdf4ad2299f 6d23. The same information has also been filed with and made available on the website of the MCA. The Shareholders are advised to visit the MCA website or the Companys website to check the status of any unpaid or unclaimed dividend amounts, along with details of their shareholding in the Company.

The Members whose dividends or shares have been 162 transferred to the IEPF, may claim the same by submitting an online application in Form IEPF-5 on the website of the MCA, along with the requisite documents prescribed by the IEPF Authority. Detailed procedures and guidelines for making such claims are available on the Companys website at https://www. tciexpress.in/investor-faq and on the official website of the IEPF Authority at https://www.iepf.gov.in/content/ iepf/global/master/Home/Home.html.

NODAL OFFICER AND SHARE TRANSFER AGENT

In accordance with the IEPF Rules, the Board of Directors 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.

M/s. KFin Technologies Limited continues to act as the Registrar and Share Transfer Agent (RTA) of the Company and is responsible for all share registry and investor-related services. The RTA ensures efficient and timely processing of share transfers, transmissions, dematerialization/rematerialization, IEPF requests, and other investor service requests, in compliance with applicable regulatory requirements and timelines. Detailed information relating to the RTA, its services, and the investor grievance redressal mechanism is provided in the Corporate Governance Report forming part of this Annual Report.

AUDITORS

Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No. 000511S), were appointed as the Statutory Auditors of the Company for a term of five (5) consecutive years, by the Members at their AGM held on July 23, 2025.

The Statutory Auditors have audited the Financial Statements of the Company for the financial year ended March 31, 2026 and have issued an unmodified opinion on the same. The Audit Report for the said financial year does not contain any qualification, reservation, adverse remark, or disclaimer of opinion. Accordingly, no explanation or comment by the Board of Directors is required in this regard.

The disclosure relating to the fees paid to the Statutory Auditors for all services rendered during the year under review is provided in the Notes to the Financial Statements, which form an integral part of the Annual Report.

Secretarial Audit and Annual Secretarial Compliance 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 Regulation 24A of the Listing Regulations, M/s. PI & Associates, Practicing Company Secretaries, having Firm Registration No. P2014UP035400, and Peer Review Certificate No. 1498/2021, were appointed as the Secretarial Auditors of the Company for a term of five (5) consecutive years, by the Members at their AGM held on July 23, 2025.

The Secretarial Audit Report for the FY 2025-26 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.

The Secretarial Auditor has also undertaken an audit for the FY 2025-26 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 Secretaries, 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.

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.

Internal Auditor

The Company has an independent in-house Internal Audit Team entrusted with the responsibility of evaluating the adequacy and effectiveness of internal controls, risk management processes, governance mechanisms and operational systems across the organization. It provides assurance on effectiveness of the Companys internal control framework and supports the continuous improvement of business processes and risk mitigation measures.

An annual risk-based audit plan (Audit Plan) is formulated based on a comprehensive assessment and profiling of key business, operational, financial, compliance and risks across various functions and locations of the Company. The Audit Plan is reviewed and approved by the Audit Committee at the beginning of each financial year and serves as the basis for the scope and coverage of internal audits.

Internal audits are conducted periodically in accordance with the approved Audit Plan to assess the adequacy and operating effectiveness of internal controls, compliance with applicable laws and regulations, adherence to internal policies and procedures, and the efficiency of operational processes. The scope of audits, significant observations, recommendations, management responses and the status of corrective actions are presented to the Audit Committee on a quarterly basis. The Audit Committee reviews the audit findings and monitors the implementation of corrective and preventive measures to ensure timely closure of observations and continuous strengthening of the Companys internal control environment, governance framework and risk management practices.

Based on the internal audits conducted during the financial year under review and the reports submitted thereon, no material weaknesses or significant deficiencies were observed in the design or operating effectiveness of the Companys internal controls and risk management systems.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established an adequate and effective internal financial controls (IFC) framework with reference to the Financial Statements, commensurate with the nature, size and complexity of its operations. The IFC framework encompasses key business processes, including revenue, credit control, operations, entity-level controls, statutory compliances, information technology controls, fixed assets, human resources, indirect expenses, finance and treasury, financial statement closing processes and general administration. The controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, accuracy and completeness of accounting records, reliability of financial reporting, compliance with applicable laws and regulations, prevention and detection of frauds and errors, and the timely preparation of financial information, in accordance with applicable accounting standards and regulatory requirements.

To further strengthen the IFC framework, the Company has established well-defined standard operating procedures (SOPs), policies, processes and operational manuals. These controls are embedded into the Companys day-to-day operations and provide a structured framework for decision-making, operational consistency, delegation of authority, process standardisation, cross-functional coordination and continuous monitoring. They support the efficient execution of business activities while enabling the Company to respond effectively to evolving business and regulatory requirements.

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 Audit Committee of the Board also plays an important role in overseeing the adequacy and effectiveness of the Companys IFC framework and risk management systems. The Committee reviews the control environment on a quarterly basis, evaluates key observations and recommendations arising from internal audits, and provides guidance to the Management for continuous strengthening of internal controls, governance practices and risk mitigation measures. Based on the reviews conducted during the year under review, the Board is of the opinion that the Company has adequate internal financial controls in place and that such controls were operating effectively. Detailed disclosures pertaining to the adequacy and operating effectiveness of the Companys internal control systems and risk management framework are provided in the MDA section of this Annual Report.

RISK MANAGEMENT

The Company recognizes that risk management is an integral part of its business operations and overall governance framework. In a dynamic and competitive business environment, particularly in the logistics sector, the Company continues to adopt a proactive approach towards identifying, evaluating, and mitigating risks that may impact its operations and long-term objectives.

To ensure effective risk oversight and mitigation, the Company has established a comprehensive risk management framework for the systematic identification, assessment, monitoring and mitigation of risks across various functions. Risks across various functions are systematically evaluated based on their likelihood and potential impact and are categorized according to their significance to enable effective prioritization and implementation of mitigation measures.

In accordance with the provisions of the Act and the Listing Regulations, the Company has constituted a Risk Management Committee of the Board to oversee the implementation and effectiveness of the risk management framework. The Committee periodically reviews key business risks, evaluates mitigation strategies and provides guidance to strengthen the Companys overall risk governance and resilience. The Audit Committee supports the Board in overseeing the adequacy and effectiveness of the Companys IFC and risk management framework through periodic reviews of internal audit reports, compliance status and key risk areas. The Committee provides guidance to the Management for strengthening controls and mitigating risks. The Board of Directors retains overall responsibility for risk governance and periodically reviews the Companys strategic, operational, financial and regulatory risks to ensure appropriate mitigation measures are in place, thereby supporting sustainable growth and long-term value creation.

A detailed analysis of key risks and concerns, along with the mitigation measures, forms part of the MDA section of this 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, 2026.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

Financial Statements.

RELATED PARTY TRANSACTIONS

The Company has in place a Policy on Materiality of Related Party Transactions (RPT Policy), which provides a comprehensive framework for the identification, review, approval, and reporting of Related Party Transactions(RPTs). The Policy has been approved by the Board of Directors and is available on the Companys website. It is reviewed periodically by the Audit Committee and the Board to ensure continued alignment with the provisions of the Act and the Listing Regulations.

All RPTs entered into during the financial year were placed before the Audit Committee for prior approval, and before the Board, wherever required. Omnibus approvals were obtained for transactions of a repetitive nature and those undertaken in the ordinary course of business, in accordance with the applicable regulatory framework. A detailed statement of all RPTs is placed before the Audit Committee and the Board on a quarterly basis for their review, accompanied by confirmations from the Internal Auditor regarding compliance with the Companys internal policies, approval framework and applicable statutory requirements.

During the year under review, all RPTs were undertaken in the ordinary course of business and on an arms length basis. There were no material RPTs that could have a potential conflict with the interests of the Company. The details of such transactions form part of the Notes to the Financial Statements in accordance with applicable accounting standards. Further, in compliance with the Listing Regulations, the disclosures on RPTs are submitted to the Stock Exchanges and are also available on the Companys website.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

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

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

SIGNIFICANT ORDERS ISSUED, IF ANY

There are no significant and material orders passed against the Company by the regulators or courts or tribunals, during the year ended March 31, 2026, 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.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act 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, 2026, 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, 2026 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

We extend our sincere gratitude to all our stakeholders, including shareholders, customers, employees, business partners and regulatory authorities, for their continued trust, confidence and support. Your belief in our vision inspires us to perform better and strive for excellence.

With a strong sense of purpose and commitment, we look forward to the future with confidence, working together to achieve new milestones and create enduring value for all.

	For and on behalf of the Board
	TCI Express Limited
Chander Agarwal	Mukti Lal
Managing Director	Executive Director & CFO
(DIN: 00818139)	(DIN: 07091472)
Place: Singapore	Place: Gurugram
Date: May 27, 2026	Date: May 27, 2026