tci express Directors report

Esteemed Members of TCI Express Limited,

The Board of Directors (‘Board or ‘Directors) take pleasure in presenting the fifteenth Annual Report on the business and operations of TCI Express Limited (‘the Company or ‘your Company) along with the Audited Financial Statements for the financial year ended March 31, 2023 (‘year under review or ‘year or ‘FY 2022-23). In compliance with the applicable provisions of the Companies Act, 2013, (‘the Act) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), this Annual Report containing, inter alia, Standalone and Consolidated Audited Financial Statements, Notice of Annual General Meeting (‘AGM), Directors Report, Auditors Report and other important information is circulated to Members and others entitled thereto. Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for year under review is available on the Companys website at https://www.tciexpress.in/financial-reports.aspx. Further, Annual Return as on March 31, 2023 in the format MGT-7 is also made available on the given web- link.

OPERATING FINANCIAL PERFORMANCE AND DEVELOPMENTS

The Financial Statements of the Company for the FY 2022-23, have been prepared in accordance with the Indian Accounting Standards (‘Ind AS) notified under Section 133 of the Act, the Companies (Indian Accounting Standards) Rules, 2015 and recognised accounting practices to the extent applicable. Accordingly, the Financial Statements for current year, including comparative figures of previous year are based on Ind AS and in accordance with the recognition and measurement principles stated therein. (Rs. in Crores)

Particulars	Standalone basis
	2022-23	2021-22
Total Income	1248.18	1089.64
Profit before Interest, Depreciation, Taxation & Exceptional Item	201.65	182.90
Less: Interest (Net)	1.81	0.91
Less: Depreciation (Net)	15.31	9.98
Less: Exceptional Item	-	-
Profit/ (Loss) before Tax (PBT)	184.53	172.01
Less: Tax Expenses	45.25	43.17
Profit/ (Loss) after Tax (PAT)	139.28	128.84

The Company progressed its operations, in-line with the commitments made in previous fiscal year. The Company was able to operate at efficient level and maintained the annual growth rate, this year as well. This accomplishment can be attributed to our strong asset-light business model, efficient operations, and cost-effective measures, including the automation of process.

Your Company has achieved a higher turnover compared to the previous year and the consolidated total income from operations was Rs. 1248.18 Crores, registering a growth of 14.55%. Profit before interest, depreciation, taxation and exceptional item was higher and registered a continuous growth. PAT was also increased to Rs. 139.28 Crores, compared to previous year amount of Rs. 128.84 Crores. Backed by revenue growth and strong financial discipline, we continued to generate healthy cash flows of Rs. 147 Crores from operations in FY2023.

With regard to consolidation of accounts, the Company has incorporated its wholly owned subsidiary on February 14, 2023 and invested Rs. 0.62 Crores as an initial investment. Therefore, in the given table, impact of consolidation is negligible, accordingly figures on standalone basis only, have been reported. For complete details, Shareholders may refer full financial statements of the Company, forming an integral part of this Annual report.

There have been no material changes and commitments which affects the financial position of the Company, occurred between the end of financial year and the date of this report. There was no change in nature of business of the Company. There was no revision of the Financial Statements for the year under review.

Operational and Financial Highlights

The operational and financial performance and key business developments of the Company are exhaustively discussed in the ‘Management Discussion and Analysis section, which forms a part of this Annual Report.

DIVIDEND AND RETURN APPROPRIATION

The Board of Directors had approved the Dividend Distribution Policy in accordance with Regulation 43A of the Listing Regulations, which is accessible under ‘Policies and Codes section in the Investor Relations tab, available on Companys website www.tciexpress.in.

The Company has a consistent record of rewarding its shareholders by returning excess capital back to them through most tax efficient means available, such as dividends and buybacks. A healthy balance sheet and strong cash flow generation provided us ample headroom to continue investing strategically in our growth, while maintaining a consistent dividend payout to our shareholders. During the year under review, the Company has declared 1st and 2nd interim dividend of Rs. 3.00 each (150%), per equity share (of face value of Rs. 2.00 each) on October 31, 2022 and January 31, 2023, respectively.

The Directors have also recommended a final dividend of Rs. 2.00 each (100%) per equity share (of face value of Rs. 2.00 each) for the FY ended March 31, 2023, subject to approval of the Shareholders at the AGM, scheduled to be held on Friday, August 04, 2023. The dividend would be payable to all Shareholders, whose names appear in the register of Members as on the record date i.e. July 28, 2023. The register of Members and share transfer books shall remain closed from Saturday, July 29, 2023 to Friday, August 04, 2023, (both days inclusive).

Considering the above, the total dividend declared/ recommended by the Company for the FY 2022-23 amounts to Rs. 8.00 (400%) per equity share. During the FY 2021-22 also, total dividend paid was Rs. 8.00 (400%) per equity share, based on the parameters laid down under the Dividend Distribution Policy, which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members, in order to address future needs of the Company.

Tax liability

In accordance with the provisions of the Income Tax Act, 1961 (as amended) read with the provisions of the Finance Act, 2020, with effect from April 01, 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) from dividend paid to the Members at the applicable rates. The Company is sending regular intimations to the Shareholders, describing about the detailed process to submit the documents/declarations along with the formats in respect of TDS on the dividend payout. In order to enable compliance with TDS requirements, the Members are requested to complete and/or update their documents/ declarations in accordance with the Finance Act, 2020, as per communication sent by the Company, time to time

Buyback

Based on recommendation provided by the Board of Directors, the Shareholders at their AGM held on August 03, 2022, approved the proposal of buyback of equity shares by the Company, by using its funds upto a limit of Rs. 75.00 Crores, at a maximum market price of Rs. 2,050 per share. The buyback size was about 13.97% of the aggregate paid-up equity capital and free reserves of the Company as per the Financial Statements of the Company for the FY ended March 31, 2022. Accordingly, with effect from August 18, 2022, the Company commenced its buyback and offered to all eligible equity shareholders of the Company (other than the Promoters, the Promoter Group and Persons in Control of the Company) under the open market route through the Stock Exchange. The buyback of equity shares was completed on February 13, 2023. During this buyback period, the Company purchased total of 2,34,275 equity shares at a volume weighted average buyback price of Rs. 1813.58 per equity share, constituting up to 0.61% of the issued, subscribed, and paid-up equity share capital of pre-buyback period.

The buyback was undertaken for an aggregate amount of

Rs. 42,48,75,815.28 (excluding transaction costs and tax), pursuant to approval granted by the shareholders. The Company funded the buyback from its free reserves including securities premium as explained in Section 68 of the Act. The Company accepted equity shares held in demat mode under the buyback and were subsequently extinguished and total issued capital was thus reduced from 38,540,675 equity shares of Rs. 2.00 each to 38,306,400 equity shares of Rs. 2.00 each.

The details of the buyback are available on Companys website and can be accessed through the web-link https://www.tciex-press.in/BuyBack.aspx?invid=22&key=b6d767d2f8ed5d21a-44b0e5886680cb9.

Amount to be carried to Reserves

During the year under review, an amount of Rs. 95.00 Crores was transferred from its retained earnings to general reserve for the FY 2022-23.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no amount lying with regard to unpaid and unclaimed dividend of earlier years, which requires to be transferred or is due to be transferred to the IEPF during the FY 2022-23, in terms of the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules), as amended time to time.

Further, no shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, were require to be transferred or is due to be transferred to the IEPF, during the FY 2022-23. The details of unclaimed dividend and fractional shares proceeds entitlement alongwith their due date for transfer to IEPF is provided in the Corporate Governance Report, forming part of Annual Report, the Shareholders are accordingly requested to apply for their entitlement, before it is transferred to the IEPF.

Ms. Priyanka, Company Secretary has been designated as the Nodal Officer under the provisions of IEPF Rules, details of which, dividend are available on the website of the Company at https://www.tciexpress.in/unpaid-dividend.aspx?in-vid=18&key=6f4922f45568161a8cdf4ad2299f6d23

REGISTRAR AND SHARE TRANSFER AGENT

KFin Technologies Limited is the Registrar and Share Transfer Agent (RTA) of the Company.

CHANGE IN CAPITAL STRUCTURE

Authorized capital

During the FY 2022-23, there is no change in the authorised share capital of the Company. As on March 31, 2023, the authorised capital of the Company is Rs. 10,00,00,000, comprised of 5,00,00,000 equity shares of Rs. 2.00 each.

Issued, subscribed and paid-up capital

During the FY 2022-23, issued, subscribed, and paid-up share capital was altered, pursuant to equity shares bought back and allotment made upon exercise of stock Options by employees of the Company. As on March 31, 2023, issued, subscribe and paid-up capital of the Company is

Rs. 76,623,300, comprised of 3,83,11,650 equity shares of

Rs. 2.00 each. The movement of the issued, subscribed, and paid-up share capital of the Company during the FY is as follows:

Issued, subscribed and paid-up share capital	Equity share (In nos.)	Equity share capital (In Rs.)
At the beginning of the year,_i.e., as on April 01, 2022	38,495,125	76,990,250
Stock Options allotted during the FY	50,800	1,01,600
Equity shares extinguished on buyback	(2,34,275)	(4,68,550)
At the end of the year i.e., as on March 31, 2023	38,311,650	76,623,300

Buyback of equity shares

During the year, the Company has successfully completed the buyback of 2,34,275 equity shares at a volume weighted average buyback price of Rs. 1813.58 per equity share, for an aggregate value of Rs. 42,48,75,815.28, constituting up to 0.61% of the issued, subscribed, and paid-up equity share capital of pre-buyback period.

Employee Stock Option Plan

The Company has instituted an equity-settled ‘Employee Stock Option Plan-2016 (‘ESOP-2016 Plan or ‘Plan), with a view to attract, retain and incentivize the existing and new employees of the Company, by offering them opportunity to acquire a continuing equity stake in the Company, which will reflect their efforts in building the growth and the profitability of the Company. In the previous AGM, the Company proposed an amendment in ESOP-2016 Plan, formulated in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [‘the SEBI (SBEB & SE) Regulations]. The ESOP-2016 Plan contemplates grant of Options to eligible employees, as may be determined in due compliance of the SEBI (SBEB & SE) Regulations. The plan is administered by the Nomination and Remuneration Committee. During the year under review, the Company has granted 42,250 stock Options, complete details of which are set out in the Annexure-I to this report. As per Regulation 14 of the SEBI (SBEB & SE) Regulations, details of the plan is available on website of the Company at https://www.tciexpress.in/annual-reports. aspx?invid=2&key=c81e728d9d4c2f636f067f89cc14862c. Further, relevant disclosures in terms of Ind AS including guidance note on accounting for employee share-based payments issued, along with diluted earnings per share (EPS) on issue of shares pursuant to all the schemes, are provided under note no. 31 and 38(B) respectively, of the notes to the Financial Statements. Details of Options granted and equity shares allotted under ESOP-2016 Plan are also given in the notes to the Financial Statements, and forms a part of this Annual Report. No employee was issued stock Options during the year, equal to or exceeding one percent (1%) of the issued capital of the Company, at the time of grant. The equity shares issued under ESOP-2016 rank pari passu with the existing equity shares of the Company. The Companys equity shares including those allotted during the year are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). There have been no material changes made to ESOP-2016 Plan and has been implemented in due compliance with the SEBI (SBEB & SE) Regulations. The certificate issued by the Secretarial Auditor of the Company, to the effect that the ESOP-2016 Plan has been implemented in accordance with the said Regulations and the resolution passed originally by the

Members, are being made available for inspection at this AGM. During the period under review, the Company has not raised funds through preferential allotment or qualified institutions placement. Further, neither it has issued shares with differential voting rights nor granted any sweat equity for the reporting period. No disclosure was required under Section 67 of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company, as the provisions of the said Section are not applicable.

During the year, there were no instances of loans granted by the Company to its employees for purchasing its shares. The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees.

SUBSIDIARY, HOLDING, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any associate or joint venture entities. However, a wholly owned subsidiary (Wos) Company is incorporated in Singapore on February 14, 2023. As per the provisions of Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of the Wos is provided under Annexure-II of this report.

The annual accounts of Wos are available for inspection by the Members at the Registered/Corporate office of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors and Committees

The strength of the Board is accentuated by diversity with collective skill sets, gender and experience of the Directors. The composition of the Board is in conformity with the Act and Regulation 17 of the Listing Regulations. During the year under review, the Board of Directors met four (4) times. The detailed information of the Board containing inter alia composition, directorship, expertise, evaluation, meetings held and attendance are given in the Corporate Governance Report, which forms part of this Annual Report. A brief profile of each Director(s) is also available on website of the Company at https://www.tciexpress.in/investor-relation.aspx.

There are various Board constituted Committees as stipulated under the Act and Listing Regulations with well-defined roles and accountabilities to deal with specific areas of concerns. The Board Committees are governed by its terms of reference which exhibit the scope, composition, functioning and reporting parameters. The details on the constitution, composition, brief terms of reference, meetings held and attendance of all the Board-level Committees are given in the Corporate Governance Report, which forms part of this Annual Report.

Board and Key Personnel Management

During the FY 2022-23, no changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vineet Agarwal (DIN: 00380300), Non-Executive Director of the Company, is liable to retire by rotation at this AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. The resolution seeking approval of the Members for his re-appointment, forms part of AGM Notice.

A brief profile of Mr. Vineet Agarwal, together with his other Directorships and Committee positions are given in the Notice of AGM and Corporate Governance Report, forming part of Annual Report, being sent to the shareholders in accordance with the requirements of the Act, Listing Regulations and Secretarial Standard issued by the ‘Institute of Company Secretaries of India (‘ICSI) on General Meetings.

Declarations by Independent Directors

The Company has received declarations from all the Independent Directors under Section 149(7) of the Act and Rule 6(3) of the Companies (Appointment and Qualification of Directors), Rules 2014, read with the Listing Regulations, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The terms and conditions of appointment of Independent Directors are, as per Schedule IV of the Act.

The above declarations were placed before the Board and in the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. None of the Director(s) is disqualified as on report date, in terms of Section 164(2) of the Act, from being appointed as a Director. A certificate to this effect, duly signed by the Practicing Company Secretary is annexed to the Corporate Governance Report, which forms an integral part of this Annual Report.

Registration in Databank and Proficiency Test

In accordance with the Section 150 of the Act and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have been registered and are Members of Independent Directors databank, maintained by Indian Institute of Corporate Affairs. Further, pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have been exempted by Indian Institute of Corporate Affairs, from appearing for the online proficiency self-assessment test, as they fulfilled the conditions for seeking exemption from appearing for the online proficiency self-assessment test.

PERFORMANCE EVALUATION

The Company believes that formal evaluation of the Board and of the individual Directors is a potentially effective way to respond to the demand for greater Board accountability and effectiveness. Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation and evaluated performance of: a) the Board as a whole; b) the individual Directors (including independent Directors and Chairperson); and c) Statutory Committees of the Board.

The Board evaluation exercise for financial year 2022-23 was carried out by way of internal assessments made, based on a combination of detailed questionnaires and internal discussions. The evaluation template involved a questionnaire-based approach designed in alignment with guidelines issued under the Act, Listing Regulations, guidance note issued by the SEBI and ICSI from time to time and taking into consideration the suggestions given by the Directors. A separate questionnaire for each category of evaluation viz. the Board (including its Committees), Individual Directors (including Chairperson) have been prepared with separate sets of questions (questionnaire) for each of the evaluation(s). The outcome of above performance evaluation was presented to the Nomination and Remuneration Committee and the Board of Directors. The Nomination and Remuneration Committee and Board of Directors 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.

Separate Meeting of Independent Directors

Pursuant to the requirements of Section 149(8) read with Schedule IV of the Act and Regulation 25 of the Listing

Regulations, a separate meeting of the Independent Directors was held on May 27, 2022, without the attendance of Non-Independent Directors and members of the Management of the Company, with a purpose of reviewing the performance evaluation. The Independent Directors discussed over the following agenda: a) Evaluation of the performance of Non-Independent Directors and the Chairperson; b) Evaluation of the performance of Board as whole, including its Committees; c) Evaluation of the quality, content and timelines of flow of information between the management and the Board, that is necessary for the Board to effectively and reasonably perform its duties The Independent Directors expressed their satisfaction with the overall functioning of the Board and performance of individual Directors and expressed their satisfaction over the quality, quantity and timeliness of flow of information between the Companys Management and the Board. They were also satisfied with the overall functioning of the Board and its Committees.

Familiarization programme for Independent Directors

The Company familiarizes the Independent Directors with their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through periodic meeting. As a part of the ongoing familiarization process of the Company, Independent Directors were apprised, during and/ or after quarterly Board Meetings, about the operations of the Company, market scenario, governance, internal control processes and other relevant matters including strategy, important developments and new initiatives undertaken by the Company. 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. Further, the Senior Management Personnel made presentations on material developments including business, automation, markets, risk management comprising business continuity management plan, cyber security, ESG and sustainability, changes in the regulatory framework and business environment having an impact on the Company. The brief details of the familiarization programme are provided under Corporate Governance Report and placed on website of the Company at www.tciexpress.in.

MEETINGS OF BOARD AND SHAREHOLDERS

The Board meets at least four (4) times a year to discuss and review the Companys performance, its quarterly/anually financial results along with other agenda matters and meet more often, if Company needs merit additional oversight and guidance. However, in case of business exigencies or urgency, meetings are convened with appropriate approvals or certain resolutions are passed by circulation, as permitted by law, which are noted in the subsequent meetings. Due to continued situation of social distancing norms, the Board/ Committee meetings generally were held through video conferencing, except otherwise stated.

During the reporting year, four (4) meetings of the Board were held, details of which are given in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any two consecutive meetings did not exceed one hundred and twenty (120) days.

The previous Fourteenth (14th) AGM of the Shareholders was held on Wednesday, August 03, 2022 through VC/OAVM, without the physical presence of the Members at a common venue, in compliance with the applicable provision of the Act and the Listing Regulations.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial Standards issued relating to ‘Meetings of the Board of Directors and General Meetings respectively. Pursuant to the provisions of Section 118 of the Act, the Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the ICSI and that such systems are adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Company has implemented a ‘Nomination & Remuneration Policy for its Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees, in terms of Section 178 of the Act, read with rules made thereunder and Regulation 19 of the Listing Regulations.

The main objective of the said Policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP, SMP and other employees. The salient features of the Policy are explained in the Corporate Governance Report, which is part of this Annual Report. The Policy can be accessed on Company website at https://www.tciexpress.in/images/pdf/391_Nomination%20 and%20Remuneration%20Policy.pdf

WHISTLE BLOWER AND VIGIL MECHANISM

The Company encourages an open and transparent system of working and promotes culture of integrity, fairness, honesty, transparency and ethical conduct in its dealings. With a view to adopt the highest ethical standards in the course of business, the Company has in place a Policy on ‘Whistle Blower and Protection Mechanism for reporting the instances of conduct, which are not in conformity with the Policy. The Policy is applicable to the employees of Company including its Directors and stakeholders and provides a platform to all of them to report any suspected or confirmed incident of unethical practices.

The Policy sets forth the process for raising concern/protected disclosure and safeguard available for whistle blower or complainant. It is issued consistent with the Companys Policy on ‘Anti-Bribery and Anti-Corruption and other codes/ policies for combating unethical practices, fraud, corruption, misconduct, violation of the Companys Code of Conduct and any type of irregularities. Further, the mechanism provides for adequate safeguards against victimization of whistle blower, who avail such mechanism and allows direct access to the Chairperson of the Audit Committee, in exceptional cases. None of the whistle blowers have been denied access to the Audit Committee of the Board.

In terms of the said Policy, all the reported incidents are reviewed by the Ethics Committee. The implementation of the Policy and the functioning of the Ethics Committee are overseen by the Audit Committee. The Policy is communicated to the employees and posted on the Companys intranet. This Policy is also available on website of the Company at https://www.tciexpress.in/coporate-governance. aspx?invid=10&key=3d9446802a44259755d38e6d163e820 Additional information on the vigil mechanism is provided in the Corporate Governance Report, which forms part of the Annual Report.

Code of Conduct and Ethical Business Practices

The Company has laid down ‘Code of Business Conduct and Work Ethics(‘the Code), which is based on the principles of ethics, integrity and transparency. This Code consists set of guiding principles of Company, rules or standards regarding organizational values, beliefs, and ethics, as well as matters of legal compliance, that govern the conduct of the organization and its members. It reflects our organizations culture and aims to bring it to life in the way we conduct ourselves and our business, in accordance with the guidelines spelt out in the Code, both in its letter and in its spirit.

In furtherance to the Companys philosophy of conducting business in an honest, transparent and ethical manner, the

Board has laid down ‘Anti-Bribery and Anti-Corruption Policy as part of the Companys Code of Business Conduct and Work Ethics. This Policy has been developed in consistent with the Companys commitment on ‘Whistle Blower and Protection Mechanism and other codes/policies for combating unethical practices, fraud, corruption, misconduct, violation of the Companys Code of Conduct and any type of irregularity in the Company. This mechanism provides avenue for raising concerns and provides secure environment to its Stakeholders and express concerns without fear of punishment or unfair treatment.

PREVENTION OF HARASSMENT

The Company gives prime importance to the dignity and respect of its employees, irrespective of their gender or hierarchy and expects responsible conduct and behaviour on the part of employees at all levels. We strictly condemn acts like discrimination, forced or compulsory labor or child labor and support freedom of association, right to collective bargaining and equal remuneration.

The Company believes in rendering equal opportunities and does not discriminate in any aspects of employment including recruiting, hiring, promotion, demotion, transfer, termination, compensation, benefits and training. The Company firmly believes on constitutionally valid principle of ‘equal wages for equal work, and provides equal rewards, resources and opportunities to a man and a woman doing the same work with the same amount of responsibilities and duties.

Towards its commitment to maintain a safe and healthy work environment, the Company has established a ‘Policy on Prevention of Sexual Harassment of Women at Workplace in compliance of provisions contained under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, that enables all the employees to work without a fear of prejudice, gender bias and sexual harassment. The Policy comprehensively covers all aspects of reporting, constitution of internal complaints committee, manner of enquiry, action during enquiry, enquiry report, protection to the victim, confidentiality and punishment including punishment in cases of false or malicious complaints. To build awareness in this area, the Company undertakes ongoing trainings to understand the Policy on prevention of sexual and other forms of harassment and guided on framework for reporting and resolving instances of such harassment.

The Company does not engage in any form of child labour/ forced labour/involuntary labour and does not adopt any discriminatory employment practices. As a Policy, the Company ensures no involvement of child /forced/bonded labour, sexual harassment, or unethical practices. In the reporting year, we have not received any complaints pertaining to child labour, forced labour or sexual harassment.

INVESTOR GRIEVANCE

The Stakeholders Relationship Committee is responsible for managing investor grievances, and is assisted by the registrar and share transfer agent of the Company. We had no pending complaints at the beginning of the year and received two (2) new complaints during the year. At the end of the reporting period, all complaints were addressed.

HUMAN RESOURCE

The Company acknowledges that its employees are the foundation of its sustainable approach and play a nonpareil role in its growth story. The Company places human resources management at the forefront and continually investing in human capital development, which includes building skills and capabilities that are contemporary, while providing employees with a diversity of experiences.

Employee care and well-being are a priority for the Company. It provides a wide range of benefits to its employees, including insurance, medical and health benefits, which reduce the attrition rates and keep the employees motivated for better performance and connected to the workplace. we have covered all our employees under best of Insurances, which secure both employee and his/her family and regular medical camps/awareness programmes are conducted for employees. In addition to providing the right environment and growth opportunities to employees, we focus on a lot of employee welfare initiatives to keep the workforce motivated. With an objective of providing ample opportunity for learning and growth, we have structured in house training programs, which run at different developmental centers. The Company has a well-designed training agenda for continuous learning and development programmes to enhance peoples capabilities and skills across roles. The Company undertakes robust learning and development initiatives that include technical, functional, leadership development and culture-building programmes. The learning and development needs are recognized through various processes, which includes Companys vision and mission, competency frameworks and training needs identified through performance management system on regular basis. Alongside professional trainings, awareness sessions are also conducted for our employees and stakeholders. The outputs of these programs have been very positive and have helped to improve the skills, personality, and performance of the participating individuals. Your Company constantly endeavors to improve upon its practices and processes for employee satisfaction through effective communication and engagement and promoting a culture based on trust and confidence. We aim to develop a culture that is based on fairness and respect. The Company through its Human Resource also periodically conducted programmes across all locations for increasing awareness on critical issues like gender equality, sensitivity at the workplace, prevention of harassment and redressal mechanism in case of complaints. For the third year in succession, we have been recognized as ‘Great Place to Work in India and our scores have consistently improved over the years. A detailed note on Human Resources is also mentioned in the ‘Management Discussion & Analysis Report section.

PARTICULARS OF EMPLOYEES

The information required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as Annexure-III and forms an integral part of this Report. None of the employees listed in the said Annexure are related to any Director of the Company.

A statement containing names of top ten (10) employees, in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure and does not form part of this Annual Report. In terms of Section 136 of the Act, the said Annexure is open for inspection at the Registered Office of the Company. The above said disclosure will also be available for electronic inspection without any fee by the Members, from the date of circulation of Notice of AGM and up to the date of AGM. Any Shareholder interested in inspection/obtaining a copy of the same may write to the Company Secretary at designated e-mail at secretarial@tciexpress.in, accordingly, the Company will arrange to make the copy available to the shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report and provides a detailed analysis on the performance of the business and outlook.

REPORT ON BUSINESS SUSTAINABILITY AND ENVIRONMENTAL, SOCIAL & GOVERNANCE

The Company always believed in long- term value creation for its stakeholders for a sustainable future. The Company continues to make efforts to enhance its operational eco-efficiency thereby lowering its carbon footprint. As part of our sustainability philosophy, the Company has implemented framework of Environmental, Social and Governance (ESG). It has an elaborate report on ESG, that detailed the efforts of the Company on sustainability and is available on website of the Company at www.tciexpress.in.

Pursuant to Regulation 34 (2) of the Listing Regulations, Business Responsibility and Sustainability Report for the FY 2022-23 describing various initiatives taken by the Company on social, environmental and governance perspective is provided in a separate section, forming integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices, besides strictly complying with the requirements of the Listing Agreement. Your Company has documented internal governance policies and put in place a formalized system of Corporate Governance, which sets outs the structure, processes and practices, of governance within the Company. In terms of the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, a separate Report on Corporate Governance practices followed by the Company, together with a certificate from the Practicing Company Secretary, M/s. Sanjeev Bhatia & Associates, on compliance with Corporate Governance norms under the said Listing Regulations, is presented in a separate section, forming part of the Annual Report.

AUDITORS

Statutory Auditors and their Report

M/s. R.S. Agarwala & Co., Chartered Accountants (Firm) bearing firm registration number 304045E, is acting as the Statutory Auditors of the Company, as per the provisions contained under Section 139 of the Act. The Firm was originally appointed by the shareholders at their seventh (7th) AGM held on July 28, 2015 and subsequently re-appointed by them at twelfth (12th) AGM held on July 24, 2020, for a second tenure of five (5) years, commencing from the conclusion of said AGM till the conclusion of Seventeenth (17th) AGM.

The Statutory Auditor has issued report on the Financial Statements for the financial year ended March 31, 2023, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors.

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.

The total fees for all services paid to the Statutory Auditors are given in note no. 30 of the notes to the Financial Statements, for the FY 2022-23.

Secretarial Auditors and their Report

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Company has, 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 2022-23.

The Secretarial Audit Report for the FY 2022-23 confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification, requiring explanation or comments from the Board, under Section 134(3) of the Act. The Secretarial Audit Report issued by Secretarial Auditors is enclosed as Annexure -IV and forms a part of this Report.

Annual Secretarial Compliance Report

The Company has undertaken an audit with all applicable compliances, as per SEBIs Regulations and Circulars, Guidelines issued thereunder, for the financial year ended March 31, 2023. The Annual Secretarial Compliance Report issued by M/s. Sanjeev Bhatia & Associates, Practicing Company Secretary, has been submitted to the Stock Exchanges, within sixty (60) days of the end of the financial year.

Internal Auditor

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, Mr. Krishan Pal Garg, a qualified Chartered Accountant professional in whole time employment of the Company, acts as Internal Auditor of the Company. He placed before the Audit Committee on quarterly basis, a report(s) on internal audit. Further, summary of significant audit observations along with recommendations and its implementations, are also being reviewed by the Audit Committee.

There were no adverse remarks or qualifications on accounts of the Company from the Internal Auditor.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient conduct of its business. The framework has been designed to provide with the size, scale and complexity of its operations, safeguarding of its assets, comply with the applicable laws, prevention and detection of fraud, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Mr. Krishan Pal Garg, Internal Auditor of the Company, audits the adequacy and effectiveness of the internal controls measures as laid down by the management and suggest improvements. He participates at the Audit Committee meetings, where Internal Audit Reports are discussed alongside of management comments and the final observation of the Internal Auditor. The Audit Committee of the Board of Directors periodically reviews the audit plans, internal audit reports and adequacy of internal controls and risk management.

Our internal control system, supports orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. During the year under review, no material weakness is reported and observed. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

The details in respect of internal controls including internal financial controls and their adequacy are also included in the Management Discussion and Analysis section, which forms a part of Annual Report.

RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy, pursuant to Section 134(3)(n) of the Act read with Companies (Accounts) Rules, 2014, which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. The Policy outlines different kinds of risks and risk mitigating measures to be adopted by the Board.

Further, pursuant to Regulation 21 of the Listing Regulations, the Board of Directors has also constituted the Risk Management Committee of the Board, details of which along with terms of reference, number of meetings held during the year and attendance of Committee Members at each meeting are mentioned in the Corporate Governance Report.

The Committee reviews the risk management framework periodically and evaluates risks based on their likelihood and potential impact on the Companys objectives. Besides, the Committee also recommends measures to minimize risks and implements suitable control mechanisms.

Further, an independent internal audit system carries out risk focused audits across business and operations of the Company. The Audit Committee of the Board of Directors reviews internal audit findings and provides strategic guidance on internal controls. The Audit Committee also monitors the internal control implementation of the action plans emerging out of internal audit findings. Therefore, the Companys risk management system addresses its increasingly complex risks in its day-to-day operations.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are further described in the ‘Managements Discussion and Analysis Report, which forms part of 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 carried out by the Company.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act, read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Hence, the requirement of providing details relating to deposits, as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has no inter-corporate loans/guarantees/ security. Further investments made in the shares/securities of the Companies/entities are provided in the notes to Financial Statement forming part of this Annual Report. The investments are within the limits as specified in Section 186 of the Act.

RELATED PARTY TRANSACTIONS

The Company has in conformity with the requirements of the Act and Listing Regulations, formulated a revised Policy on materiality and dealing of Related Party Transactions (RPTs), setting out the guidelines and procedures to be followed in respect of transactions entered by the Company with its related parties. The said Policy also defines the material modifications of RPTs and contains framework and procedures to review, determination of materiality, approval or ratification and reporting of such RPTs. The Policy on materiality and dealing with RPTs as approved by the Board can be accessed by its stakeholders at https://www.tciexpress.in/images/pdf/392_ Related%20Party%20Transactions%20Policy.pdf.

In conformity with the Policy, all transactions entered with related parties were approved by the Audit Committee and Board. They had also granted omnibus approval on transactions, which were repetitive in nature, upto certain threshold limits for RPTs entered during the FY 2022-23. A statement of all related party transactions is presented before the Audit Committee and Board on a quarterly basis, specifying the nature, value, approval limits and other terms and conditions, supported by certification from the Internal Auditor. During the financial year under review RPTs entered by the Company were on arms length basis and in the ordinary course of business and were approved by the Audit Committee and Board. They have been disclosed in deference to Indian Accounting Standard 24 in notes to Financial Statements. The Company had no materially significant RPTs that could have any potential conflict with the interest of the Company. During the year under review, besides above, there were no other RPTs with Promoters, Directors, Management, JV/ Wos, etc. that had any potential conflict with the interest of the Company at large. The interest of Directors, if any, are disclosed at Board and Audit Committee meetings and interested Director does not participate in the discussion or vote on such transactions.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes its responsibility as an important stakeholder in the society and strives to work towards the betterment of the community constantly. With this objective, the Company has formed Corporate Social Responsibility (CSR) Committee, which discharges its social responsibilities, as prescribed under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and includes formulating and recommending to the Board of Directors, activities to be undertaken by the Company, as per Schedule VII to the Act. It is also responsible for framing Policy on CSR containing provisions for approach and directions given by the Board, guiding principles for selection, implementation, and monitoring of activities as well as the formulation of annual action plan etc.

Based on recommendation provided by the CSR Committee, the Company has adopted a CSR Policy, which indicates the activities to be undertaken by the Company as specified in Schedule VII to the Act. The CSR Policy articulates the Companys approach and commitment to sustainable and inclusive social development by improving the quality of life of the communities it serves.

The brief outline of the CSR Policy, annual report on initiatives undertaken by the Company on CSR activities during the FY, in accordance with the Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules,

2014, is set out in Annexure-V to this Report. For other details pertaining to the composition, terms of reference, number of meetings held during the year and attendance of the CSR Committee Members at meeting are given in the Corporate Governance Report, which forms a part of this Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy and technology absorption, as required to be disclosed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are provided as Annexure -VI to this Boards 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, 2023, which would impact the going concern status of the Company and its future operations.

PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE

During the year under review, no proceedings have been initiated against the Company under the Insolvency and Bankruptcy Code, 2016, and no proceedings under the Insolvency and Bankruptcy Code, 2016, were pending at the end of the year.

ONE TIME SETTLEMENT AND VALUATION

During the year under review, the Company has not made 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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company and the reviews performed by management and the relevant Board Committees, (including the Audit Committee of Directors), the Board of Directors, to the best of their knowledge and ability, state the following:

1. That in the preparation of the annual Financial Statements for the financial year ended March 31, 2023, 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, 2023 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

Your Board place on record their deep appreciation to each of its stakeholders and acknowledge the valuable contribution extended by them. The Board expresses its appreciation for the contribution, cooperation and confidence reposed in the Company by our customers, vendors business associates, banks, financial institutions, stock exchanges, depositories, rating agencies, government authorities and shareholders. The Board take this opportunity to thank and acknowledge with gratitude, the contributions made by the employees through their hard work, dedication, competence, commitment and co-operation towards the sustainable success of the Company. Their hard work, dedication, and support have been instrumental in achieving our goals and driving business forward. We value and acknowledge their unwavering dedication, valuable contributions, and expertise, which are integral to the success of our Company.

We are committed to build strong relationships with all our stakeholders, and we value their feedback and input as we strive to improve and grow our business. We look forward to continuing support and involvement of all our stakeholders.

		For and on behalf of the Board
		TCI Express Limited
	D.P Agarwal	Chander Agarwal
Place: Gurugram	Chairperson	Managing Director
Date: May 26, 2023	(DIN: 00084105)	(DIN: 00818139)