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

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

OPERATING FINANCIAL PERFORMANCE AND
DEVELOPMENTS

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

Operational and Financial Overview

The Management Discussion and Analysis ('MDA') section of
the Annual Report provides a detailed review of our operational
and financialperformance, together with key strategic
developments for the FY 2024-25. Please refer to the MDA
report, which forms an integral part of the Annual Report.

The Company publishes its consolidated and standalone
Financial Statements on a quarterly and annual basis. These
financial results are also made available on the Company's
official website at the following link: https://www.tciexpress.in/
financial-results?invid=1&key=c4ca4238a0b923820dcc509a
6f75849b

Any Members who wish to inspect or obtain a copy of these
documents may submit a written request to the Company
Secretary at secretarial@tciexpress.in.

Accounting Standards and Policies

The Audited Standalone and Consolidated Financial
Statements have been prepared in accordance with the Indian
Accounting Standards ('Ind AS'), as notified by the Ministry
of Corporate Affairs, under Section 133 of the Act, read with
Rule 3 of the Companies (Indian Accounting Standards)
Rules, 2015, as amended from time to time. There have been

no material deviations from the prescribed norms outlined in
the applicable IND AS during the preparation of the annual
accounts.

The accounting policies have been applied consistently, except
in cases where the adoption of a newly issued accounting
standard or a revision to an existing standard necessitated a
change in the previously applied policies.

Subsidiary, Associate and Joint Venture Companies

TCI Express Pte. Ltd., a wholly owned subsidiary ('Wos') of your
Company, is incorporated in Singapore to serve as the regional
representative of TCI Express Ltd. in Singapore. The Wos is
established to facilitate logistics operations and other ancillary
services, supporting the Company's strategic presence in the
region.

The Company has, in accordance with Section 129(3) of
the Act, prepared consolidated Financial Statements of the
Company and its Wos, which form part of the Annual Report.
Further, salient features of Financial Statements of the Wos are
provided under Annexure-I of this report. As of the end of the
fiscal year, the Company does not have any affiliated or jointly
operated entities.

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'), 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 Company's initiatives on social, environmental
and governance aspects for the fiscal year 2024-25.

Environmental, Social and Governance Report

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

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

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
Shareholder's information, as prescribed under Schedule V to
the Listing Regulations.

ETHICAL PRACTICES AND PROTECTION MECHANISM

The Company is committed to conducting its business with the
highest standards of ethics, integrity, and responsibility, while
ensuring a safe and inclusive environment for all stakeholders.
The Company operates under a robust governance framework
supported by key policies and codes such as the Code of
Conduct for Directors, Employees, Suppliers and Business
Associates, which guides on ethical behavior, integrity, and
compliance with laws. Ethical business practices are further
reinforced through our Whistleblower Policy and Protection
Mechanism, enabling transparent reporting of misconduct,
and the Anti-Bribery and Anti-Corruption Policy, which
upholds zero tolerance for unethical transactions.

These policies contain a well-defined protection mechanism
that ensures confidentiality, safeguards the identity of the
whistleblower, and protects against any form of retaliation,
discrimination, or harassment, thereby encouraging individuals
to report concerns without fear.

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

In parallel, the Company prioritizes employee health and
safety through its Health, Safety and Environment ('HSE')
Policy, ensuring that operational sites like warehouses and
sorting centers follow stringent safety standards and training
protocols.

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

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 Company's workforce,
the Policy gives shelter to contract workers, probationers,
temporary employees, trainees, apprentices and any person
visiting the Company. The Company's Policy for prevention
of sexual harassment is available on the Company's website at
https://www.tciexpress.in/corporate-qovernance-policy?invid
=10&key=d3d9446802a44259755d38e6d163e820

The Company has constituted Internal Complaints Committees
at all relevant locations across India, in compliance of POSH
Act, to consider and resolve the complaints related to sexual
harassment. Regular training and awareness programmes are
conducted to educate our employees on the importance
of maintaining a harassment free workplace and guided on
framework for reporting and resolving instances of such
harassment.

The Company is firmly committed to upholding the highest
standards of human rights and ethical labour practices
across all its operations. As part of our core values and ESG
commitments, the Company strictly prohibits the use of child
labour, forced labour, involuntary labour, or bonded labour in
any form.

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

CORPORATE SOCIAL RESPONSIBILITY

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

Based on the recommendations of the CSR Committee,
the Company regularly collaborates with both internal and
external CSR partners to support a diverse range of impactful
initiatives. These include programs in education, vocational
training, preventive healthcare, sports development, rural
advancement, environmental sustainability, and other allied
areas. The Company also promotes road safety awareness
and green logistics practices, aligning with its broader vision of
responsible business, with a legacy built on trust and care.

The brief outline of CSR Policy, initiatives undertaken by the
Company on CSR activities during the FY in accordance with
the Section 135 of the Act and the Companies (Corporate
SocialResponsibility Policy) Rules, 2014, is set out in
Annexure-II to this Report. For other details pertaining to
the composition, terms of reference, number of meetings
held during the year and attendance of the CSR Committee
members at meeting are given in the Corporate Governance
Report, which forms a part of Annual Report. More details on
CSR activities undertaken by the Company are provided under
the BRSR Report, forming integral portion of Annual Report.

HUMAN RESOURCES MANAGEMENT
People and Culture

Our organisational culture is a reflection of our core values
serving as the foundation for our identity and operational ethos.
Throughout the year, we remained committed to reinforcing
and enhancing the alignment of our value-driven principles
across all levels of the organisation. We actively align business
objectives with individual aspirations, empowering employees
to grow both personally and professionally. Through continuous
dialogue, structured career development programs, and a
strong emphasis on employee well-being, we nurture a work
environment that motivates individuals to perform at their best.

We have implemented a series of strategic initiatives and
programs aimed at strengthening the consistency of our
value-driven culture. These efforts focus on enhancing
communication, fostering meaningful employee engagement,
promoting diversity inclusion, and ensuring the holistic well¬
being of our workforce.

Furthermore, we take pride in maintaining a positive and
collaborative relationship with our workforce, as well as our
external associates, wherever applicable. By fostering mutual
respect, transparency, and trust, we ensure a cohesive and
engaged workforce that drives the long-term success of our
organisation.

Freedom to Speak

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

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

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

Diversity, Equity, and Inclusion

We are committed to fostering a culture that values diversity,
promotes equity, and ensures inclusion across all levels of
our organisation. As a leading express logistics provider, we

recognize that our strength lies in the unique perspectives,
experiences, and talents of our people.

Diversity: We celebrate diversity in all its forms-be it cultural,
generational, gender, or experiential. By embracing varied
perspectives, we drive innovation, improve decision-making,
and strengthen our ability to serve a diverse customer base
effectively.

Equity: We strive to create equitable opportunities for all our
employees. We are committed to eliminating systemic barriers
and ensuring that everyone has access to the tools, resources,
and support they need to thrive and succeed in their roles.

Inclusion: We are dedicated to creating a workplace where
every individual feels respected, valued, and empowered to
contribute fully. Through continuous employee engagement,
training, and open communication, we foster an inclusive
environment where everyone belongs.

Training and Education

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

The Company provides continuous training programs
that address key areas such as anti-bribery laws, human
rights, prevention of sexual harassment, health, safety and
environment standards, and various internal codes and policies.
These programs also educate employees on the established
mechanisms for raising concerns and the safeguards in place to
protect individuals from any form of harassment or retaliation.
To ensure widespread engagement and effectiveness, these
awareness initiatives are implemented through a combination
of online and offline channels, including interactive workshops,
e-learning modules, internalHR portals, and various other
communication platforms, tailored to reach and resonate with
employees across all levels of the organisation.

Employee wellness

Our Company prioritizes the safety of all stakeholders, including
employees, visitors, vendors, contract workers, logistics
drivers, and any individuals impacted by our operations. We
are dedicated to maintaining a safe and supportive work
environment and uphold the highest standards of workplace
safety.

We recognize that safe work practices contribute to
enhanced performance, a motivated workforce and increased

productivity. To reinforce this commitment, the Company
adopted and updated time to time its HSE policies, emphasizing
prevention of work-related injuries and illnesses among
employees, both permanent and non-permanent workers,
contractors, the community, and allrelevant stakeholders.
Our policies and programs are designed to mitigate hazards,
minimize risks, and address physical, mental, and psychosocial
health concerns, ultimately fostering the overall well-being
of our workforce. As of March 31, 2025, our organisation
employed a total of 2,681 individuals.

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

Looking ahead to the next financial year, we reaffirm our
commitment to strengthening employee engagement and
relations through more innovative and impactful initiatives that
align with our vision of sustainable growth and excellence.

A comprehensive overview of initiatives undertaken for the
Human Resource Management, comprising people, diversity,
equal pay, training and communication as explained above are
provided in the MDA as well as the BRSR, forming integral parts
of our Annual Report.

PARTICULARS OF EMPLOYEES

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

However, in terms of Section 136 of the Act, the Board's Report
is being sent to the members of the Company excluding the
statement of particulars of top ten employees, as prescribed
under Section 197(12) of the Act, read with Rule 5(2) & 5(3)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. None of the employees
mentioned in the Annexure are related to any Director of the
Company.

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

from the date of circulation of Notice of AGM and up to the
date of AGM.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Board of Directors

The Board of Directors is composed of individuals with diverse
and complementary expertise, encompassing strategic
management, finance, risk management, legal and regulatory
compliance, ethical leadership, and corporate governance.
The Board also brings specialised knowledge in areas such
as ESG and sustainability, information technology and digital
transformation, as well as industry-specific insights. This well-
rounded composition ensures robust decision-making, sound
oversight, and effective governance.

Each member contributes unique perspectives and capabilities
that align with the organisation's strategic objectives and long¬
term vision. The Board's collective proficiency enables it to
navigate challenges, capitalize on opportunities, and uphold
the highest standards of corporate governance. During the year
under review, there has been no change in the composition of
the Board.

Following the conclusion of the financial year, based on the
recommendations of the Nomination and Remuneration
Committee, the Board of Directors, at its meeting held on
May 30, 2025, considered and approved the appointment
of Mr. Mukti Lal (DIN: 07091472), currently serving as the
Chief Financial Officer ('CFO') of the Company, as Executive
Director and CFO. In the same Board meeting, the Board
approved the appointment of Mr. Phool Chand Sharma (DIN:
01620437) as an Independent Director of the Company.

Key Managerial Personnel

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

Except for the aforementioned change and the proposed
appointment of Mr. Mukti Lal as Executive Director, there have
been no other changes in the composition of KMP

In accordance with the provisions of Section 203 of the Act,
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the following officials are
designated and continue to serve as KMP of the Company as
on the date of this Report:

1. Mr. Chander Agarwal: Managing Director

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

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

4. Mr. Mukti Lal: Chief Financial Officer

5. Ms. Priyanka: Company Secretary

Director liable to Retire by Rotation

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

Independent Directors

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

During the year under review, there were no changes in the
composition of Independent Directors due to appointment or
resignation, prior to the completion of their respective tenures.

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

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
Director's database maintained by the Indian Institute of
Corporate Affairs and have qualified the online proficiency
self-assessment test or are exempted from passing the test as

required in terms of Section 150 of the Act, read with Rule 6 of
the Companies (Appointment and Qualifications of Directors)
Rules, 2014.

These affirmations aforementioned were presented before
the Board, based on that the Board of Directors has opined
that all Independent Directors, possess the requisite integrity,
expertise, and experience, including proficiency as outlined
in Section 150(1) of the Act and relevant rules, serving on the
Board. The Board is of the view that the Independent Directors
meet the conditions specified under the Act and the Listing
Regulations for their appointment and are independent of
the management. The terms and conditions governing their
appointment comply with Schedule IV of the Act and are
available on the Company's website at www.tciexpress.in.

None of the Directors are disqualified, according to Section
164 of the Act, from being appointed as a Director or are
debarred or disqualified by the Securities and Exchange Board
of India ('SEBI'), Ministry of Corporate Affairs ('MCA') or any
other such statutory authority. A certificate verifying this,
signed by the Practicing Company Secretary, is attached to
the Corporate Governance Report, which forms an integral
part of Annual Report.

Disclosure of Director's Re/Appointments and
Designations Change

In compliance with the provisions of the Act, the Listing
Regulations, and the Secretarial Standard on General Meetings
issued by the Institute of Company Secretaries of India ('ICSI'),
the Notice of the AGM includes brief profile of Mr. Dharmpal
Agarwal, Mr. Phool Chand Sharma and Mr. Mukti Lal. The Notice
also provides detailed information regarding the proposals
related to their appointment/re-appointment, along with the
requisite disclosures mandated by regulatory authorities.

PERFORMANCE EVALUATION

A formal assessment of the performance of the Board, its
Committees, the Chairperson, and individual Directors was
conducted for the financial year 2024-25. This evaluation,
overseen by the Nomination and Remuneration Committee,
was carried out using structured questionnaires. The
Performance of the Board was evaluated by the Independent
Directors on the parameters such as its diversity, experience,
industry knowledge, competencies, application of professional
skills, process of appointment and succession planning,
availability of quality information in timely manner, attendance
and participations at the meetings, independent views
and judgment on agenda items, participation on strategic
decisions and major plans of action, governance structure etc.
Independent Directors were additionally evaluated for their
performance and fulfilment of criteria of independence and
non-influence from the Management.

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

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

A report on evaluation was presented to the Nomination &
Remuneration Committee and the Board, where both the
Committee and the Board were satisfied with the evaluation
process, which reflected the overall engagement of the Board
and its Committees with the Company. The Directors of the
Company also expressed their satisfaction towards the process
followed by the Company for evaluating the performance of
the Directors, Board as a whole including Chairperson and its
Committees.

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

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

FAMILIARISATION PROGRAMME

In compliance with the provisions of the Act and Regulation
25(7) of the Listing Regulations, the Company periodically
conducts comprehensive familiarisation programs for its
Independent Directors. These programs, facilitated through
regular meetings, are designed to enhance their understanding
of the Company's business model, operational framework, and
industry landscape. Additionally, these initiatives aim to provide
deeper insights into the evolving regulatory environment
and the specific roles and responsibilities of Independent
Directors, thereby enabling them to contribute effectively to
the Company's strategic decision-making and governance
processes.

Key Highlights of the Programme:

a. Industry-Centric Sessions: Independent Directors
are equipped with industry-specific insights through
dedicated programs, enabling them to better understand
the evolving business landscape. This empowers them to
contribute more effectively to strategic discussions and
fulfill their oversight responsibilities.

b. Business Overview and Strategy: Briefings on the
Company's financial performance, operational strategies,
and market position.

c. Regulatory and Compliance Updates: Updates on
key legal, regulatory, and ESG developments affecting
the Company.

d. Risk Management & Internal Controls: Discussions on
risk assessment, mitigation strategies, and governance
mechanisms, including climate and ESG risks.

During the financial year 2024-25, the Independent Directors
participated in various familiarisation programs, totaling
approximately 7 hours and 25 minutes of training, ensuring
they remain well-informed and capable of making strategic
contributions to the Company. Details of these familiarisation
programs, including session topics, are available on the
Company's website at: https://www.tciexpress.in/images/
pdf/384 FAMILARIZATION%20PROGRAM.pdf

BOARD'S COMMITTEES

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

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

Meetings of Board including its Committee's

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

Throughout the reporting period, the Board and its
Committees adhered to the statutory mandates outlined in
the Act and Listing Regulations. During the reporting year,
four (4) meetings of the Board and eleven (11) meetings of
Board's statutory Committees were held, details of which
are meticulously documented in the Corporate Governance
Report, underscore our commitment to transparent and
effective governance practices.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

NOMINATION AND REMUNERATION POLICY

In accordance with the guidelines outlined in Section
134(3)(e) and 178(3) of the Act, along with the corresponding
Regulation 19 of the Listing Regulations, the Nomination and
Remuneration Committee of the Board has formulated a
Nomination & Remuneration Policy for the appointment
and determination of remuneration of the Directors, key
Managerial Personnel ('KMP'), Senior Management Personnel
('SMP') and other employees of Company. The Committee has
also developed the criteria for determining the qualifications,
positive attributes and independence of Directors and for
making payments to Executive and Non-Executive Directors
of the Company. The Committee takes into consideration
the best remuneration practices in the industry, while fixing
appropriate remuneration packages and for administering the
long-term incentive plans, such as employees stock Options,
pension and retirement benefits. The compensation package
is designed based on the set of principles enumerated in the
said Policy.

The Board of Directors affirms that the remuneration paid to
the Directors, KMP SMP and other employees is in accordance
with the Nomination and Remuneration Policy of the Company.
Key aspects of this Policy are outlined in the Corporate
Governance Report, included within Annual Report and also
available for reference on the Company's website at https://
www.tciexpress.in/images/pdf/391 391 NOMINATION%20
and%20REMUNERATION%20POLICYpdf

EMPLOYEE STOCK OPTION PLAN

The Company has implemented an 'Employee Stock Option
Plan-2016' ('ESOP-2016 Plan' or 'Plan') in the year 2016, with
the strategic objective of motivating, retaining, and attracting
talent through a performance-driven equity incentive
program. The Plan is designed to enhance Shareholder value,
cultivate a sense of ownership among employees, and provide
a compelling mechanism for wealth creation. The Nomination

and Remuneration Committee of Board, inter-alia, administers
and monitors the Plan.

There were no material changes in the aforesaid Plan during the
year and the same is in compliance with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, and
amendments thereof ('ESOP Regulations'). However, the
Board of Directors at its meeting held on May 30, 2025 based
on the recommendations of the Nomination and Remuneration
Committee, proposes to amend the existing ESOP-2016
Plan, by revising the vesting and exercise periods of the
options granted/to be granted under the Plan. The proposed
amendment aims to enhance the flexibility and effectiveness
of the Plan in alignment with the long-term interests of the
Company and its employees.

The Shareholders are requested to refer to the Notice of the
AGM, which sets out the detailed rationale and terms of the
proposed amendments to the Plan, in accordance with the
ESOP Regulations.

The applicable disclosures relating to ESOP-2016 Plan, as
prescribed under the ESOP Regulations, pertaining to the
year ended March 31, 2025, is posted on the Company's
website at https://www.tciexpress.in/annual-reports.

aspx?invid=2&key=c81e728d9d4c2f636f067f89cc14862c
and forms a part of this Report.

The certificate issued by the Secretarial Auditor of the
Company, to the effect that, the ESOP-2016 Plan is being
implemented in accordance with the ESOP Regulations and
the resolution passed by the Members, would be available for
inspection during the AGM.

No employee was issued stock Options during the year, equal
to or exceeding one percent (1%) of the issued capital of the
Company, at the time of grant. The equity shares issued under
ESOP-2016 Plan, rank pari passu with the existing equity shares
of the Company. The Company's equity shares including
those allotted during the year are listed on the National Stock
Exchange of India Limited ('NSE') and BSE Limited ('BSE').

The voting rights attached to the shares that may be issued to
employees under the Plan shall be exercised by the employees
themselves. Accordingly, the disclosure requirements under
Section 67(3) of the Act are not applicable.

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

STATEMENT ON SHARE CAPITAL AND AMENDMENTS

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

March 31, 2025 at ' 10,00,00,000, comprised of 5,00,00,000
equity shares of ' 2.00 each.

During the financial year 2024-25, the Company issued and
allotted an aggregate of 37535 equity shares as part of its
ongoing equity issuance program. The allotments were made
as under:

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

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

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

Fund Raising

During the period under review, the Company has not raised
funds through preferential allotment or qualified 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 Board of Directors are pleased to recommend for your
approval a final dividend of ' 2.00 per equity share (100%)
of face value of ' 2.00 each, in addition to an overall Interim
Dividend of ' 6.00 per equity share (300%). The total dividend
for the FY 2024-25 amounts to ' 8.00 per equity share and
would involve a total cash outflow of ' 30.69 Crores, resulting
in a dividend payout of 35.76% of the consolidated profits of
the Company. The dividend pay-out has been determined and
affirmed in accordance with the Dividend Distribution Policy of
the Company.

The Company has adopted the Dividend Distribution Policy to
determine the distribution of dividends in accordance with the
provisions of applicable laws and has been uploaded on the
website at https://www.tciexpress.in/corporate-governance-
policy?invid=10&key=d3d9446802a44259755d38e6d16
3e820

Final dividend, if approved at the ensuing annual general
meeting, shall be paid to the eligible members within the
stipulated time period, to those Members, whose names
appear in the Company's register of members and beneficial
owners as per the details to be furnished by National Securities
Depository Limited ('NSDL') and Central Depository Services
(India) Limited ('CDSL') on the record date.

In accordance with provisions made under the Income Tax Act,
1961, read with the provisions of Finance Act, 2020, dividend

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

Amount to be carried to Reserves

During the financial year 2024-25, an amount of ' 60.00
Crores was transferred from retained earnings to the General
Reserve.

INVESTOR EDUCATION AND PROTECTION FUND-
TRANSFER OF UNCLAIMED DIVIDENDS

In compliance with the provisions of Section 124(5) and
Section 125 of the Act, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended from time to time ('IEPF
Rules'), the Company has duly transferred the unclaimed and
unpaid final dividend for the financial year 2016-17 along with
the first and second interim dividends for the financial year
2017-18, aggregating to ' 21,25,437 to the credit of the Investor
Education and Protection Fund ('IEPF') Authority, maintained
by the Government of India. The dividend pertaining to
the equity shares transferred to demat account of the IEPF
Authority amounting to ' 39,88,463 (after deduction of tax)
was also transferred to the IEPF Authority. Accordingly, the
total amount of dividend transferred by the Company to IEPF
Authority during the financial year was ' 61,13,900.

Further, in accordance with Rule 6 of the IEPF Rules, a total
of 39,561 equity shares, in respect of which the dividend had
remained unclaimed or unpaid for a continuous period of
seven (7) consecutive years, relating to the aforementioned
financial year, have been duly transferred to the demat account
of the IEPF Authority.

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

The statement of unclaimed and unpaid dividend amounts,
as required under Rule 5(8) of the IEPF Rules, has been
duly uploaded on the Company's website at the following
link: https:/'www.tciexpress.in/unpaid-dividend?invid=18&key=
6f4922f45568161a8cdf4ad2299f6d23. The same information
has also been filed with and made available on the website of
the Ministry of Corporate Affairs ('MCA'). The Shareholders are
advised to visit the MCA website or the Company's website to

check the status of any unpaid or unclaimed dividend amounts,
along with details of their shareholding in the Company.

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

Nodal Officer and Share Transfer Agent

In accordance with the IEPF Rules, the Board of Directors of the
Company have appointed Ms. Priyanka, Company Secretary as
the Nodal Officer for liaising with the IEPF Authority, ensuring
compliance with IEPF provisions, and overseeing the timely
transfer of unclaimed dividends and shares to the IEPF

KFin Technologies Limited continues to act as the Registrar
and Share Transfer Agent ('RTA') of the Company and is
responsible for handling all investor-related services, including
matters pertaining to the IEPF

AUDITORS

Statutory Auditors and their Report

The Members of the Company, at the 12^th AGM, had approved
the re-appointment of M/s. R.S. Agarwala & Co., Chartered
Accountants (Firm Registration No. 304045E), as the
Statutory Auditors of the Company for a second term of five
consecutive years, commencing from the conclusion of the
said AGM and continuing until the conclusion of 17^th AGM.

In accordance with the provisions of Section 139 of the Act
and the applicable rules made thereunder, M/s. R.S. Agarwala
& Co. will complete their second and final consecutive term
as Statutory Auditors at the conclusion of the ensuing AGM.
The Board places on record its sincere appreciation for the
professional services rendered by the firm during their tenure.

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

Accordingly, the proposal for appointment of M/s. Brahmayya
& Co. as Statutory Auditors of the Company forms part of
the Notice of Annual General Meeting for approval of the
Members.

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

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

Details in respect of frauds reported by Auditors

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

Secretarial Auditors and their Report

Pursuant to the provisions of Section 204(1) of the Act, read with
Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and the Listing Regulations,
the Company, with the approval of its Board of Directors,
appointed M/s. Vinod Kothari & Company, Practicing Company
Secretaries (Unique Code-P1996WB042300) to conduct the
Secretarial Audit of the Company for the FY 2024-25.

The Secretarial Audit Report for the FY 2024-25 confirms
that the Company has complied with the provisions of the
applicable laws and does not contain any observation or
qualification, requiring explanation or comments from the
Board, under Section 134(3) of the Act. The Secretarial Audit
Report issued by Secretarial Auditors is enclosed as Annexure
-V and forms a part of this Report.

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

Audit of the Company and to furnish the Secretarial Audit
Report.

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

Annual Secretarial Compliance Report

In accordance with the provisions of applicable laws, the
Company has undertaken an audit of its secretarial records
and compliance practices for the financial year ended March
31, 2025. This audit was conducted to verify adherence to the
applicable regulations, circulars, and guidelines issued under
the SEBI Act.

The AnnualSecretarialCompliance Report, issued by a
Practicing Company Secretary, has been submitted to the
Stock Exchanges within the prescribed timeline of sixty (60)
days from the end of the financial year, as required under the
Listing Regulations.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act and Rule
13 of the Companies (Accounts) Rules, 2014, the Company
has appointed Mr. Krishan PalGarg, a qualified Chartered
Accountant and a full-time employee of the Company, as the
Internal Auditor.

The Internal Auditor is responsible for evaluating the
effectiveness of internal controls, risk management practices,
and governance processes within the Company. In discharge
of his duties, Mr. Garg conducts comprehensive internal audits
across various operational and financial functions on a quarterly
basis. The scope of these audits is determined in consultation
with the Audit Committee and is aligned with the evolving
business requirements and risk landscape.

The Internal Auditor places before the Audit Committee, at
each of its quarterly meetings, a detailed Internal Audit Report
comprising key audit observations, control gaps (if any), and
corresponding action taken reports. Where required, he
also outlines mitigation plans to address any potential risks
or areas of improvement. In addition to written reports, Mr.
Garg regularly makes presentations to the Audit Committee,
providing insights into the effectiveness and adequacy of the
Company's internal financial controls, audit findings and risk
mitigation mechanisms.

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has instituted an effective internal control system
framework encompassing comprehensive standard operating
procedures ('SOP's), policies, processes, and operational
manuals. The system ensures the orderly and efficient conduct
of business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of accounting records,
and the timely preparation of reliable financial information.

The internal audit function, headed by Mr. Krishan Pal Garg,
provides independent and objective assurance on the
adequacy and effectiveness of the Company's internal control
environment. In addition to oversight by the Internal Auditor,
functional and departmental heads bear the responsibility
for the effective implementation and continuous monitoring
of compliance with allapplicable laws, rules, regulations,
and internal policies applicable to their respective areas of
operation.

The Company has also implemented a well-defined system
of internalfinancialcontrols ('IFC') with reference to the
financial statements. These controls are designed to ensure
the accuracy and completeness of accounting records, the
reliability of financial disclosures, prevention and detection of
frauds and errors, and timely preparation of financial statements
in accordance with applicable accounting standards.

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

initiated. Mr. Garg actively participates in Audit Committee
meetings, presenting his findings and assessments, particularly
on the internalcontrols over financialreporting. The
Committee also monitors the implementation status of audit
recommendations and ensures appropriate follow-up actions
are taken.

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

RISK MANAGEMENT

Risk management is a critical pillar of our corporate governance
and operational framework at TCI Express. As a leading player
in the Indian express logistics sector with a growing footprint
in international markets, the Company operates in a dynamic
and evolving business environment. To effectively address
the uncertainties inherent in such an environment, we have
embedded a robust and comprehensive risk management
framework across all levels and functions of the organisation.

Our Risk Management Policy has been formulated in
accordance with industry best practices and regulatory
requirements, including Regulation 21 of the Listing Regulations.
The Policy outlines the process for systematic identification,
assessment, monitoring, and mitigation of risks. Its principal
objective is to proactively manage changes in both the internal
and external business environment, minimize adverse impacts,
and seize potential opportunities, thereby ensuring business
continuity and long-term value creation.

The Company has instituted a structured matrix on risk
evaluation, employing a structured risk matrix that assesses
risks according to their likelihood and potential impact. These
risks are systematically categorised across a defined risk scale-
low, medium, and high,thereby facilitating a clear prioritisation
process. This framework serves as a strategic and operational
cornerstone, guiding the formulation and implementation of
targeted risk mitigation strategies.

In line with regulatory requirements, the Risk Management
Committee of the Board has been constituted to oversee the
enterprise-wide risk management framework. The Committee
periodically reviews the Company's risk management policies,
procedures, and standard operating protocols ('SOPs'). It
provides strategic guidance and recommendations aimed
at strengthening risk controls, mitigating vulnerabilities, and
ensuring the Company's resilience against emerging and
evolving risks.

Furthermore, the Audit Committee of the Board plays an
integralrole within the broader risk governance framework.
Through close collaboration with the Risk Management
Committee, the Audit Committee contributes to a

comprehensive and coordinated approach to risk
identification, evaluation, and mitigation. This synergy ensures
that risk management efforts are aligned with the Company's
overallstrategic objectives and governance standards,
thereby promoting robust internal controls and safeguarding
stakeholder interests.

A dedicated section detailing the key business risks faced by
the Company, along with the corresponding mitigation
measures and internal control mechanisms, has been
incorporated within the MDA section.

COST RECORD

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

PUBLIC DEPOSITS

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

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

In alignment with the internal governance structure and in
accordance with the provisions of the aforementioned Policy,
all RPTs undertaken during the financial year were executed
with prior approval of the Audit Committee and the Board. Prior
omnibus approval was obtained for RPTs that are recurring in
nature or are anticipated, as well as for unforeseen transactions
in the ordinary course of business, subject to compliance with

threshold limits and terms as prescribed under the Act and the
Listing Regulations. The Company submits a detailed report of
all RPTs on a quarterly basis to the Audit Committee and the
Board, accompanied by certification from the Internal Auditor,
confirming compliance with internalpolicies and statutory
requirements.

During the financial year under review, all RPTs executed by
the Company were conducted on an arm's length basis and in
the ordinary course of business. These transactions have been
appropriately disclosed in compliance with Ind AS-24, within
the Notes to the Financial Statements.

Apart from the transactions disclosed as above, no other
RPTs were entered into with Promoters, members of the
Promoter Group, Directors, KMP SMP of the Company, or
with its Subsidiary. Furthermore, there were no transactions,
either directly or indirectly involving any third party, that could
potentially give rise to a conflict of interest affecting the
broader interests of the Company.

Any interest held by Directors is transparently disclosed
during meetings of the Board and the Audit Committee.
Directors with a potential or actual conflict of interest abstain
from deliberations and voting in relation to such transactions,
thereby upholding the principles of fairness and accountability
in the Company's decision-making processes.

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 -VI. A detailed overview of these
disclosures is also included in the MDA and BRSR, which form
an integral part of the Annual Report.

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

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, 2025, which would impact the going
concern status of the Company and its future operations.

PROCEEDING OR SETTLEMENT UNDER INSOLVENCY
AND BANKRUPTCY CODE

During the reporting period, the Company was not subject to
any proceedings under the Insolvency and Bankruptcy Code,

2016, nor were there any such proceedings pending as of the
year-end.

ONE TIME SETTLEMENT AND VALUATION

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

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, and
based on the framework of internalfinancialcontrols 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 financialyear ended March 31, 2025, allthe
applicable Accounting Standards have been followed and
there were no material departures therefrom;

2. That such accounting policies have been selected and
applied consistently, and judgment & estimates have been
made that are reasonable and prudent to give a true and
fair view of the state of affairs of the Company as at March
31, 2025 and of the profit and loss of the Company for the
financial year ended on that date;

3. That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Act, for safeguarding the assets
of the Company and for preventing and detecting fraud
and other irregularities, if any;

4. That the annual Financial Statements have been prepared
under the going concern assumption;

5. That proper internal financial controls are in place and
that the financial controls are adequate and are operating
effectively;

6. That proper system has devised to ensure compliance with
the provisions of all applicable laws and that such systems
are adequate and operating effectively.

APPRECIATION

The financial year under review presented unprecedented
challenges, while this period tested our resilience, it also
offered valuable lessons and an opportunity to reassess,
realign, and reinforce our strategic focus. As we look ahead,
we are confident of navigating emerging opportunities and
challenges while enhancing stakeholder value. Together, with
continued collaboration and shared purpose, we look forward
to scaling greater heights and delivering excellence in all facets
of our business.

We extend our sincere gratitude to allour stakeholders,
including our shareholders, customers, employees, partners,
and regulatory authorities, for their continuous support, trust,
and commitment during this period. Your belief in our vision
and continued engagement has been the cornerstone of our
ability to navigate challenges with agility and responsibility.

Together, we shall continue to build on our legacy and strive for
a future defined by progress, resilience, and shared success.

For and on behalf of the Board
TCI Express Limited

D P Agarwal

Place: Gurugram Chairperson

Date: May 30, 2025 (DIN: 00084105)