Transport Corporation of India Ltd Directors Report

Dear Members,

Your Board of Directors (the "Board") have immense pleasure in presenting the 31^st Annual Report of Transport Corporation of India Ltd., ("the Company" or "TCI") together with the Audited Financial Statement (Standalone and Consolidated) for the financial year ("FY") ended March 31, 2026.

1. Financial Summary and Highlights

The Companys financial performance for the FY ended March 31, 2026:

(Rs in Mn)

Particulars -	Standalone			Consolidated
	FY 2025-26	FY 2024-25	Growth	FY 2025-26	FY 2024-25	Growth
Total Revenues	43,526	40,588	7.24%	49,650	45,385	9.40%
Profit before tax and exceptional items	4,796	4,381	9.47%	4,999	4,594	8.82%
Exceptional item	-	18	-	-	-	-
Profit before tax	4,796	4,363	9.92%	4,999	4,594	8.82%
Tax	356	404	(11.88)%	400	433	(7.62)%
Profit after tax	4,440	3,959	12.15%	4,599	4,161	10.53%
EPS (Basic) (in B)	57.89	51.30	12.85%	59.49	53.43	11.34%
EPS (Diluted) (in B)	57.78	51.19	12.87%	59.38	53.32	11.37%

On consolidated basis, the revenues were at B 49,650 Mn as compared to B 45,385 Mn in the previous year with a growth of 9.40% while the profit after tax stood at B 4,599 Mn as compared to B 4,161 Mn in the previous year resulting in growth of 10.53%.

On standalone basis, the revenues were at B 43,526 Mn as compared to B 40,588 Mn in the previous year with a growth of 7.24% while the profit after tax stood at B 4,440 Mn as compared to B 3,959 Mn in the previous year with an increase of 12.15%.

2. Transfer to Reserves

For FY26, B 3,500 Mn was transferred to General Reserves.

3. State of Affairs

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

4. Dividend

In terms of Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors of the Company had adopted the Dividend Distribution Policy which is available on the Companys website at the web link i.e. https://cdn.tcil.in/website/tcil/policies/Dividend%20Distribution%20Policy.pdf.

Your Company has a consistent track record of dividend payment. It has paid 1^st interim dividend of B 9/- (450%) per equity share having face value of B 2/- each.

Your Board, after considering the above policy, is pleased to recommend a dividend of B 1/- (50%) per equity share having face value of B 2/- each, payable to those shareholders whose names appear in the Register of Shareholders as on the Record Date. The payment of final dividend is subject to the approval of shareholders in the ensuing Annual General Meeting ("AGM").

5. Change in Nature of Business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2026.

6. Material Changes and Commitments

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

7. Share Capital

ESOP Allotment

During the year under review, 135,035 equity shares were allotted to the eligible employees of the Company upon exercise of stock options, as under:

Sl.No.	Particulars	No. of shares allotted	Face value (In D)	Exercise price (In D)
1	ESOP 2017- 5th Tranche	54,080	2	365
2	ESOP 2017- 6th Tranche	43,665	2	365
3	ESOP 2017- 7th Tranche	37,290	2	440

These shares rank pari passu with the existing equity shares of the Company, in all respects. The Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares during the year under review. Consequently, the equity share capital of the Company rose from 76,608,762 to 76,743,797 equity shares as at the end of financial year.

8. Employee Stock Option Plan

Pursuant to Employee Stock Option Plan 2017- 5^th, 6^th and 7^th tranche, 135,035 equity shares were allotted to the eligible employees of the Company during the year under review.

With regard to the above, the disclosures as stipulated under the SEBI Regulations as on March 31, 2026 are provided in Annexure-I to this report.

9. Transfer of Amount to Investor Education and Protection Fund

The details of unpaid or unclaimed dividend and shares transferred to Investor Education and Protection Fund (IEPF) during the year, pursuant to the applicable provisions of the Companies Act, 2013 , read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and the dividend(s) which are due for transfer to IEPF in the forthcoming years, are provided in the Corporate Governance Report forming part of this Annual Report.

10. Subsidiaries/JointVentures and Associate Companies

The Company has 7 subsidiaries, 1 joint venture and associate each.

During the year, TCI Global (Singapore) Pte. Ltd. ceased to be a step-down wholly owned subsidiary of the Company consequent to sale of 100% stake by its parent, TCI Holdings Asia Pacific Pte. Ltd., (a wholly owned subsidiary of the Company).

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Act") a statement containing the salient features of financials statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

The audited financial statements including the consolidated financial statements of the Company and annual accounts of the subsidiaries are available on the website of the Company at www.tcil.com. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at secretarial@tcil.com.

Based on the financial statements as of March 31, 2026, TCI- CONCOR Multimodal Solutions Private Limited meets the criteria for being classified as a material subsidiary and will therefore be regarded as such.

The Company has formulated a Policy for Determining Material Subsidiaries. The Policy is placed on the Companys website at the web link i.e. https://tcil.com/wp-content/ uploads/2025/01/Policv-on-Material-Subsidiarv.pdf

11. Directors and Key Managerial Personnel

a) Retirement by rotation and subsequent reappointment

As per the provisions of Section 152 of the Act, Mr. Chander Agarwal (DIN: 00818139) and Ms. Urmila Agarwal (DIN: 00818165), Directors are retiring by rotation and being eligible, offer themselves for re-appointment.

A resolution seeking approval of the shareholders for reappointment and their brief resume along with other details as stipulated under the SEBI Listing Regulations, form part of the Notice of the 31^st AGM.

b) Key Managerial Personnel (KMP)

Ms. Hansa Sharma was appointed as the Company Secretary of the Company with effect from October 29, 2025 and was also appointed as the Compliance Officer in the Board Meeting held on May 26, 2026. Mr. Sunil Kumar was appointed as Compliance Officer with effect from August 01, 2025 and ceased with effect from the close of business hours on March 31, 2026.

Mr. Ishwar Singh Sigar ceased to be the CEO-TCI Freight Division of the Company with effect from the close of business hours on March 31, 2026, pursuant to changes in his roles and responsibilities within the Company and Mr. Rajendra Sharma succeeded him as CEO-TCI Freight (Senior Management Personnel) with effect from February 04, 2026.

12. Directors Responsibility Statement

Your Directors hereby confirm that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of FY26 and of the profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f) adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws and that such systems and processes are operating effectively.

13. Declaration by Independent Directors

The Company has obtained the necessary declarations from all its Independent Directors in accordance with Section 149(7) of the Act, as well as Regulation 16(1)(b) and Regulation 25(8) of the SEBI Listing regulations. These declarations confirm that the Independent Directors meet the criteria of independence as specified under Section 149(6) of the Act.

Furthermore, the Independent Directors have affirmed that they are not aware of any circumstances or situations either existing or reasonably anticipated that could affect their ability to exercise objective and independent judgment in discharging their duties. They have also confirmed their adherence to the Code for Independent Directors as outlined in Schedule IV of the Act.

14. Policy on Directors Appointment and Remuneration

The Companys policy on the appointment and remuneration of Directors including the criteria for assessing qualifications, positive attributes, independence, and other relevant factors as stipulated under Section 178 of the Companies Act, 2013 is available on the Companys website at the web link i.e. https://tcil.com/wp-content/uploads/2025/09/Nomination- Remuneration-policy.pdf

A summary of this policy is provided in the Corporate Governance Report, which forms part of the Annual Report. Information regarding training and familiarization programs for Independent Directors can be accessed at the web link i.e. https://tcil.com/wp-content/uploads/2025/07/Familiarisation- Programme-for-Independent-Directors-IDs.pdf.

15. Board Evaluation

I n accordance with the relevant provisions of the Act and SEBI Listing Regulations, the Board conducted its annual performance evaluation, which included an assessment of its own functioning, that of individual Directors, and the effectiveness of its committees.

The Compensation/Nomination and Remuneration Committee ("CNRC") established the criteria and process for evaluating the performance of the Board, its committees, and the Directors. In a separate meeting, the Independent Directors assessed the performance of the Non-Independent Directors, the Board as a whole, and its committees.

Additionally, they reviewed the performance of the Chairman, taking into consideration the feedback from both Executive and Non-Executive Directors. The outcomes of these evaluations were subsequently discussed during the CNRC and Board meetings that followed, where inputs from Directors on the functioning of the Board and its Committees were also deliberated.

16. Board Meetings and Committees

During the financial year ended March 31, 2026, four Board Meetings were conducted. The interval between any two consecutive meetings did not exceed 120 days. For further details on the Board meetings, please refer to the Corporate Governance Report forming part of this Annual Report.

As of March 31, 2026, the Board of Directors has established the following Committees:

I. Audit Committee;

II. Risk Management Committee;

III. Stakeholders Relationship Committee;

IV. Compensation/Nomination and Remuneration Committee;

V. Corporate Social Responsibility Committee;

VI. Share Transfer Committee,

VII. Capital & Restructuring Committee; and

VIII. Executive Authorization Committee.

Details regarding the composition of the Board and its Committees, along with any changes, are provided in the Corporate Governance Report.

17. Auditors

a) Statutory Auditors

As per the provisions of the Companies Act, 2013 and rules made thereunder, the Company at its 27^th AGM held on August 02, 2022 had approved the re-appointment of M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No. 000511S) as Statutory Auditor for the 2^nd term of five consecutive years commencing from the conclusion of 27^th AGM till the conclusion of the 32^nd AGM to be held in the year 2027.

The Statutory Auditors Report for FY26 does not contain any qualification, reservation, adverse remark or disclaimer.

b) Secretarial Audit

The Secretarial Audit was carried out by M/s. Vinod Kothari & Company, Practicing Company Secretaries (Firm Registration No. P1996WB042300), a peer reviewed firm for FY26. The report given by the Secretarial Auditor is annexed as Annexure-II and forms an integral part of this Report.

In terms of Regulation 24A of SEBI Listing Regulations read with Section 204 of the Companies Act, 2013, the Secretarial Audit Report of material subsidiary is also part of this annual report.

The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

c) Internal Audit

Pursuant to Section 138 of the Act and rules made thereunder, Mr. Naveen Gupta, a qualified Chartered Accountant in whole time employment of the Company, acts as Chief Audit and Risk Officer of the Company to conduct the Internal Audit.

d) Cost Audit and Records

The Company is mandated to maintain cost records for its Energy Division as per the requirements specified by the Central Government under Section 148(1) of the Act.

Accordingly, the necessary records are being maintained by the Company.

However, the Company does not fall within the statutory threshold prescribed under Section 148 of the Act and the corresponding rules for conducting a Cost Audit.

18. Reporting of Frauds by Auditors

During the year under review, under Section 143(12) of the Act, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, any instances of material fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Boards Report.

19. Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given under Annexure-III to this Report.

The disclosure relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder, is provided in a separate annexure forming part of this report.

I n terms of Section 136 of the Companies Act, 2013, the aforesaid information is available for inspection and any shareholder interested in obtaining such information may address their email to the Company Secretary.

20. Maternity Benefit

The Company has complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year ended March 31, 2026.

21. Particulars of Loans, Guarantees, Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2026, forms part of notes to the standalone financial statements and are provided in this Annual Report.

22. Particulars of Contracts, Arrangement with Related Party

During the year under review, all contracts/ arrangements/ transactions entered by the Company with the related parties were in the ordinary course of business and on arms length basis.

There were no transactions during the year under review attracting the provisions of Section 188(1) of the Act. Hence, information in Form AOC-2 is not applicable.

Further, during the year, except for the material related party transactions entered into between TCI-CONCOR Multimodal Solutions Pvt. Ltd., a subsidiary of the Company, and Container Corporation of India Ltd., as approved by the shareholders pursuant to Regulation 23 of the SEBI Listing Regulations, the Company had not entered into any other contract(s), arrangement(s) or transaction(s) with related parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions, as approved by the Audit Committee and the Board of Directors, is placed on the Companys website at the web link i.e. https://tcil.com/wp- content/uploads/2025/09/Related-Partv-Transaction-policv. pdf.

23. Corporate Social Responsibility

The Company primarily undertakes social initiatives through its Corporate Social Responsibility ("CSR") arm "TCI Foundation" in the areas of healthcare, education, sports, community development, skill development, employment generation and environment protection etc.

The Companys CSR Policy is available on its website at the web link i.e. https://cdn.tcil.in/website/tcil/policies/CSR%20 POLICY%202023.pdf

The Annual Report on CSR activities in terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-IV to the Boards Report.

24. Deposits

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

25. Internal Financial Controls

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

26. Vigil Mechanism

Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for Directors and employees to report to the management, instances of unethical, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics and Whistle Blower Policy. The Ethics and Whistle Blower Policy provide for direct access to the Chairman of the Audit Committee. The policy is put up on the Companys website and can be accessed at the web link i.e. https://tcil.com/wp- content/uploads/2025/07/Ethics-and-Whistle-Blower-Policy. pdf . The Audit Committee reviews adequacy of Vigil / Whistle Blower Mechanism on annual basis.

27. Risk Management Policy

The Risk Management Committee ("the Committee") is tasked to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee reviews the risks applicable on the Company at regular intervals and the necessary steps being taken by the Company to mitigate those risks.

In the opinion of the Committee and the Board, there are no such risks, which may threaten the existence of the Company. The Company has a robust Risk Management Policy which is reviewed from time to time.

Mr. Naveen Gupta, the Internal Auditor, is designated as the Chief Audit and Risk Officer of the Company.

The details of the Committee are included in the Corporate Governance Report forming part of this Annual Report.

28. Annual Return

Pursuant to the provisions of Section 134(3) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2026 is available on the website at the web link Disclosures  Corporate Transparency & Financial Information.

29. Prevention of Sexual Harassment at Workplace

The Company maintains a zero-tolerance stance towards sexual harassment in the workplace and has implemented a comprehensive Policy for the Prevention, Prohibition, and Redressal of Sexual Harassment. This Policy is aligned with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the associated rules made thereunder. To foster a safe and respectful working environment, the Policy applies to all employees, including those who are permanent, contractual, temporary, or trainees.

In compliance with the POSH Act and its rules, the Company has constituted an Internal Complaint Committee to receive and investigate complaints related to the POSH Act. The

Company has created a conducive work environment free from any kind of harassment and details for the FY26 are as below:

(a) Number of complaints of sexual harassment received during the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

30. Listing Information

The equity shares of the Company are listed on the BSE Ltd. and the National Stock Exchange of India Ltd.

31. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

32. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

33. Credit Rating

The details of the credit rating obtained by the Company with respect to its long-term and short-term borrowings have been provided separately in the General Shareholder Information section of this Annual Report.

34. Corporate Governance

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34 of the SEBI Listing Regulations, forms part of this Annual Report. A certificate from M/s. Vinod Kothari & Company, Practicing Company Secretaries (Firm Registration No. P1996WB042300), confirming compliance of conditions of Corporate Governance during FY26, as stipulated under the SEBI Listing Regulations, forms part of this report.

35. Management Discussion and Analysis Report

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report ("MD&A") for the year under review, is presented in a separate section forming part of this annual report.

36. Business Responsibility and Sustainability Reporting

Pursuant to Regulation 34(2X0 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of this Annual Report and is also available on the Companys website at www.tcil.com.

37. Human Resource Development

The Human Resources function continues to act as a strategic enabler of the Companys growth, aligning peoples practices with organizational goals, CORE values, and a strong focus on enhancing the productivity and effectiveness of all team members.

The Company remains committed to building a high- performing, resilient, agile, and future-ready workforce, driven by capability development, a safety-first mindset, continuous learning, and operational excellence, while ensuring alignment with ESG principles and inclusive growth.

Key Focus Areas

Talent, Capability & Learning Agility

A structured learning framework was strengthened through internal and external programs, supported by the implementation of a Learning Management System (LMS). Focus areas included functional, behavioural, leadership, and digital skills, with emphasis on learning agility and future- ready capabilities, including emerging areas such as AI.

Performance Management & Productivity

The Performance Management System (PMS) was further enhanced to align individual goals with business priorities and CORE values, fostering a transparent, data-driven, and performance-oriented culture. Continued focus was placed on improving productivity through role clarity, capability building, and performance tracking.

Compensation Strategy, Compliance & Governance

Compensation practices are being aligned with PMS outcomes, reinforcing a pay-for-performance philosophy. The Company has initiated alignment with the new wage code requirements, supported by industry benchmarking and pay parity reviews, ensuring competitiveness, fairness, and regulatory compliance.

Leadership Development, Resilience & Succession Planning

Initiatives such as the Young Leadership Program (YLP) and Individual Development Plans (IDPs) were implemented to build a strong leadership pipeline. Focus has also been placed on developing resilient leaders and teams capable of navigating dynamic business environments and driving sustainable growth.

Team Member Experience, Well-being & Safety Mindset

The Company continued to enhance workplace conditions through facility upgrades and improved living arrangements

for frontline team members. Wellness initiatives, including yoga sessions and preventive healthcare programs, were conducted. A sustained focus on safety, health, and hygiene has helped embed a strong safety-first culture across operations.

Culture, Diversity, Inclusion & ESG Alignment

The Company actively promotes an inclusive and value-driven culture through engagement initiatives, national celebrations, and social responsibility programs. Focus has been placed on strengthening diversity and inclusion practices, while ensuring that people processes are aligned with ESG (Environmental, Social, and Governance) principles, including ethical practices, employee well-being, and community engagement.

Process Excellence, Digitization & Agility

Focus remained on improving HR efficiency through digitization, process re-engineering, and data-driven decision-making, enhancing transparency, governance, and organizational agility.

Strengthen Listening & Continuous Improvement

Structured feedback mechanisms, including surveys, engagement forums, and grievance redressal systems, were strengthened. Insights derived are being actively leveraged to continuously refine HR policies, enhance team member experience, and drive continuous improvement.

Conclusion

The Company continues to strengthen its human capital by fostering a resilient, performance-driven, compliant, and value-led culture, ensuring all team members are aligned to deliver operational excellence, customer delight, and sustainable long-term growth, while upholding the highest standards of safety, inclusion, and ESG responsibility.

38. Other Statutory Disclosures

a) Details of significant and material orders passed by the regulators, courts and tribunals: During the period under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

b) Difference in valuation at the time of one-time settlement: During the year under review, the Company has not entered in any one-time settlement with any of the Banks/ Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.

c) Proceedings pending under Insolvency and Bankruptcy Code, 2016: No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("the IBC, 2016"), hence, the requirement to disclose the details of application made or any proceeding pending under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable

d) The Companys securities were not suspended for trading during the year.

39. Acknowledgement

The Company extends heartfelt gratitude to its stakeholders, including customers, vendors, investors, bankers, and employees, for their unwavering support throughout the year, embracing and valuing our fundamental "CORE" Value System. The Company formally recognizes the dedication of its employees across all tiers, whose relentless efforts, unity, collaboration, and backing have facilitated the Companys consistent growth.

The Board of Directors also convey sincere appreciation for the assistance and collaboration received from various departments of both Central and State Governments, Organizations, and Agencies toward the companys endeavours.

	For and on behalf of Board of Directors
	Dharmpal Agarwal
Place: Gurugram	Chairman and Managing Director
Date: May 26, 2026	DIN: 00084105