Respected Members of TCI Express Limited,

The Board of Directors ('Board') are pleased to present the fourteenth Annual Report of TCI Express Limited ('the Company' or 'your Company') along with the Standalone Audited Financial Statements for the financial year ended 31st March, 2022 ('year under review' or 'year' or 'FY 2021-22'). In compliance with the applicable provisions of the Companies Act, 2013, ('the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), this Annual Report containing, inter alia, Standalone Audited Financial Statements, Notice of Annual General Meeting (AGM), Directors' Report, Auditors' Report and other important information is circulated to Members and others entitled thereto. The Annual Report is also placed on Company's website and can be accessed through web-link at https://www.tciexpress.in/annual-reports.aspx?invid=2.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, copies of the Annual Returns of the Company, prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are also placed on the website of the Company, under 'Investor Relation' section.

OPERATING FINANCIAL PERFORMANCE AND DEVELOPMENTS

The standalone Financial Statements of the Company for the FY 2021-22, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act, the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act. The financial highlights on a standalone basis for the financial year ended 31st March, 2022, with corresponding figures for previous year, and impact are summarized below:

During the FY 2021-22, the Company has secured several important achievements to its credit. We have successfully operationalized Pune and Gurgaon sorting centres, adding over 3.5 lakh-square-foot area in our sorting centre capacity. Automation has been completed in Gurgaon centre and it is considered India's largest automated B2B sorting center. We have incurred a capex of ' 80 Crores (Rupees Eighty Crores only), utilized primarily for construction and automation. We have also launched three (3) new services-Pharma Cold Chain Express, C2C Express and Rail Express, which has not only received positive response from our customers but are also aligned to our growth as multi-model express delivery Company in India. During the year under review, forty five (45) new branches were added to increase our presence in key growing markets. These initiatives will help in expanding our presence, enlarge value-added services in our offerings,

improve operational efficiency and enhance profitability. The Express logistics industry is evolving rapidly due to the increased focus on infrastructure development, supported by technological advancements to increase efficiency. The Company with its asset light business model and clear strategic growth plan is well positioned to maintain and further strengthen its leadership position and create value for all shareholders.

Please refer to the Management Discussion and Analysis section, which forms a part of this Annual Report, for further details on the performance and operations review and Company's strategies for growth.

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

DIVIDEND APPROPRIATION

The Company believes that it belongs to its shareholders and always committed to create and return value to them. The Company has a consistent record of rewarding its shareholders with a generous dividend pay-out. During the financial year under review, the Board of Directors of the Company, at their meetings held on 22nd October, 2021 and 28th January, 2022 respectively, declared and paid a consolidated amount of interim dividend of ' 6.00 (Rupees Six only) per ordinary equity share of face value of ' 2.00 each, constituting three hundred percent (300%).

In addition to interim dividend, the Board of Directors at their meeting held on 27th May, 2022, considering the good performance and strong cash flows, has recommended a final dividend of ' 2.00 (Rupees Two only) per ordinary equity share of face value of ' 2.00 each, constituting hundred percent (100%), herewith, the total dividend amount for the FY 2021-22, including the interim dividend, amounts to ' 8.00 (Rupees Eight only) per ordinary equity share of face value of ' 2.00 each, as against ' 4.00 (Rupees Four only) per ordinary equity share of face value of ' 2.00 each, for the FY 2020-21.

Payment and tax liability

The final dividend will be payable, subject to approval of the Members at this 14th AGM and deduction of tax at source to those Members, whose name(s) appear in the register of Members as on Thursday, 28th July, 2022.

The Members may note that pursuant to the provisions contained under the Income-Tax Act, 1961, as amended by the Finance Act, 2020, dividend declared, paid or distributed by a Company on or after 1st April, 2020, shall be taxable in the hands of shareholders, the Company shall therefore, be required to deduct tax at source (TDS) from dividend paid to shareholders at the prescribed rates. For the prescribed rates of different categories, shareholders are requested to refer the Income Tax Act, 1961. Attention of the shareholders is also drawn to the communications sent by the Company time to time, with regard to applicable tax rate and submission of necessary documents in order to claim non-deduction of TDS or deduction of TDS at a lower rate. The Company has provided facility through its Registrar and Share Transfer Agent (RTA), to the shareholders (liable to pay tax) to apply for non-deduction of TDS or deduction of TDS at a lower rate, by providing the necessary documents to the Company.

To avail the facility for non-deduction of TDS or deduction of TDS at lower rate, the shareholders are requested to upload tax exemption forms and supporting documents with KFin Technologies Limited (RTA) at web-link https://ris.kfintech.

com/form15/. in the manner as may be prescribed. The above referred documents will be verified and considered while deducting the appropriate taxes. In case of any procedural difficulty, the shareholders may write to the RTA at einward.ris@kfintech.com, marking copy to the Company at secretarial@tciexpress.in.

The shareholders are also requested to update their residential status, know your client (KYC), permanent account number (PAN) and bank details with the Depository Participant, if shares are held in demat form, and with the RTA of the Company, if shares are held in physical form. Keeping in mind, the consistent trust posed by our shareholders, we have always strived towards maintaining a healthy dividend pay-out ratio. The Company currently pays out in the range of twenty to twenty five percent of the profits as dividend. The dividend pay-out is in accordance with the Company's Dividend Distribution Policy. The Policy lays down the broad criteria, which the Company would take into consideration at the time of ascertaining the amount of dividend to be declared, keeping in mind the need to maintain a balance between the payout ratio and retained earnings, in order to address future needs of the Company. The Dividend Distribution Policy, containing the requirements mentioned in Regulation 43A of the Listing Regulations is posted and can be accessed on the website of the Company at https://www. tciexpress.in/corporate-governance.aspx?invid=10. During the financial year under review, there were no amendments in the Dividend Distribution Policy of the Company.

Amount to be carried to Reserves

The Board proposes transfer of ' 100 Crores (Rupees Hundred Crores only) from its retained earnings to General Reserve for the FY 2021-22.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no amount lying with regard to unpaid and unclaimed dividend of earlier years, which requires to be transferred or is due to be transferred to the IEPF during the FY 2021-22, in terms of the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), as amended time to time.

Further, no shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, were require to be transferred or is due to be transferred to the IEPF, during the FY 2021-22. The details of unclaimed dividend and fractional share's proceeds entitlement alongwith their due date for transfer to IEPF is provided in the Corporate Governance Report, forming part of this Report, the Shareholders are accordingly requested to apply for their entitlement, before it is transferred to the IEPF.

Ms. Priyanka, Company Secretary has been designated as the Nodal Officer under the provisions of IEPF Rules, details of which are available on the website of the Company at www.tciexpress.in.

EMPLOYEE STOCK OPTION PLAN AND CHANGE IN CAPITAL STRUCTURE

The Employee Stock Option Plan-2016 ('ESOP-2016 Plan') was implemented by the Company, with an objective of encouraging employees to participate in its future growth and financial success. All the benefits arising from ESOP-2016 Plan, are administered under the supervision of the Nomination and Remuneration Committee.

During the FY 2021-22, total 60,600 Stock Options were exercised by employees of the Company. Accordingly, the Company has allotted 60,600 equity shares, against the Stock Options exercised by the employees and consequent to such allotment, paid up equity share capital of the Company, increased to ' 7.70 Crores (Rupees Seven Crores and Seventy Lakhs only), divided in to 38,495,125 equity shares of ' 2.00 (Rupees Two only) each. There was no change in the authorized capital of the Company, during the year. No employee was issued Stock Options during the year, equal to or exceeding one percent (1%) of the issued capital of the Company, at the time of grant. The equity shares issued under ESOP-2016 rank pari passu with the existing equity shares of the Company. The 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).

Amendment in ESOP-2016 Plan

The Securities and Exchange Board of India (SEBI), subsequent to the end of FY 2020-21, had notified the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI (SBEB & SE) Regulations'). The new 'SEBI (SBEB & SE) Regulations' repealed and replaced the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014, governing all share based employee benefit schemes dealing in securities, including employee Stock Options, employee share purchase, stock appreciation rights, general employee benefits, retirement benefits and sweat equity. With an objective of incorporating the amendments made under 'SEBI (SBEB & SE) Regulations', the Board of Directors on recommendation of the Nomination and Remuneration Committee, proposed an amendment in ESOP-2016 Plan, formulated in accordance with the 'SEBI (SBEB & SE) Regulations', containing guiding principles on Stock Options to the employees of the Company. The broad framework of the ESOP-2016 Plan has been approved by the Board of Directors of the Company at their meeting held on

27th May, 2022. The brief details of the revised ESOP-2016 Plan and other relevant details have been provided under the Explanatory Statement, annexed to the Notice of 14th AGM of the Company.

During the FY 2021-22, other than stated above, there have been no material changes made to ESOP-2016 Plan and has been implemented in due compliance with the 'SEBI (SBEB & SE) Regulations'. The certificate issued by the Secretarial Auditor of the Company, to the effect that the ESOP-2016 Plan has been implemented in accordance with the said Regulations and the resolution passed originally by the Members, are being made available for inspection at this AGM.

During the year, there were no instances of loans granted by the Company to its employees for purchasing its shares. The information as required to be disclosed under the Act and the 'SEBI (SBEB & SE) Regulations' is provided as Annexure -A to this Board's Report and uploaded on the website of the Company at www.tciexpress.in.

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.

PROPOSED BUY BACK AND VOTING RIGHTS

The Board of Directors, at its meeting held on 27th May, 2022, has considered the proposal to buy-back fully paid-up equity shares of face value of ' 2.00 each, from the equity shareholders of the Company, for an aggregate amount of not exceeding ' 75 Crores (Rupees Seventy Five Crores only) ('Maximum Buyback Size') for a price not exceeding ' 2,050 (Rupees Two Thousand and Fifty only) per equity share ('Maximum Buyback Price') through the open market route, through the Stock Exchanges where the equity shares of the Company are listed, in accordance with the provisions of the SEBI (Buy-Back of Securities) Regulations, 2018 and the Act read with Rules made thereunder.

The brief details of the proposed buyback and other relevant information have been provided under the Explanatory Statement, annexed to the Notice of 14th AGM of the Company.

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. No disclosure was required under Section 67 of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company, as the provisions of the said Section are not applicable.

SUBSIDIARY, HOLDING, JOINT VENTURE AND ASSOCIATE COMPANIES

From the date of incorporation of the Company, it has not formed any subsidiary or holding or joint venture or associate Company, accordingly for the FY 2021-22, no disclosure is required under the Act and the Listing Regulations.

BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNELBoard of Directors

As on report date, the Board comprises of eight (8) Directors, having wide experience and proficiency in their respective fields. The detailed information of the Board containing inter alia composition, directorship, expertise, evaluation, meetings held and attendance are given in the Corporate Governance Report, which forms part of this Annual Report. A brief profile of each Director(s) is also available on the website of the Company at www.tciexpress.in.

During the reporting year, there were no changes in the composition of the Board of Directors of the Company.

Retirement by Rotation and subsequent Re-appointment

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dharmpal Agarwal (DIN: 00084105), Non-Executive Director of the Company, is liable to retire by rotation at this AGM and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. The resolution seeking approval of the Members for his re-appointment, forms part of AGM Notice.

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

Re-appointment and Continuation of Directors

Mr. Chander Agarwal was re-appointed by the shareholder's at their previous AGM held on 28th July, 2021, as the Executive Managing Director of the Company, for a further term of five (5) years, commencing from 18th August, 2021. In the said AGM, besides Mr. Chander Agarwal, approval of shareholders was also extended to the re-appointment and continuation of Mr. Ashok Kumar Ladha, Mrs. Taruna Singhi, Mr. Murali Krishna Chevuturi and Mr. Prashant Jain, as the Independent Directors for a second term of five (5) consecutive years.

During the year, none of the Director(s) had resigned before the expiry of their respective tenure(s).

Declarations by Independent Directors

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

The above declarations were placed before the Board and in the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

None of the Director(s) is disqualified as on report date, in terms of Section 164(2) of the Act, from being appointed as a Director. A Certificate to this effect, duly signed by the Practicing Company Secretary is annexed to the Corporate Governance Report, which forms an integral part of this Annual Report.

Registration in Databank and Proficiency Test

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

Key Managerial Personnel

As on the date of this report, the following officials of the Company are designated/continued to act as the Key Managerial Personnel, pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mr. Chander Agarwal Mr. Pabitra Mohan Panda

Managing Director Chief Operating Officer

Mr. Mukti Lal Ms. Priyanka

Chief Financial Officer Company secretary

Mr. Pabitra Mohan Panda was designated as Key Managerial Personnel of the Company, with effect from 19th May, 2021. During the year under review, there were no other changes took place to the category of Key Managerial Personnel of the Company.

PERFORMANCE EVALUATION

The Board evaluation is a key element of our corporate governance process that result areas for improvement to enhance the Board and sub-committee's effectiveness and provide constructive feedback to the Chairperson and Board Members.

In terms of the applicable provisions of the Act and the Listing Regulations, the Nomination and Remuneration Committee and the Board of Directors have approved a framework, which lays down a structured approach, guidelines and processes to be adopted for carrying out an evaluation of the performance of all the Directors including Chairperson, the Board as a whole and its Committees.

The framework involved a questionnaire-based approach designed in alignment with guidelines issued under the Act, Listing Regulations, guidance note issued by the SEBI and ICSI from time to time and taking into consideration the suggestions given by the Directors. A Separate questionnaire for each category of evaluation viz. the Board (including its Committees), Individual Directors (including Chairperson) have been prepared with separate sets of questions (questionnaire) for each of the evaluation(s).

The outcome of above performance evaluation was presented to the Nomination and Remuneration Committee and the Board of Directors. The Nomination and Remuneration Committee and Board of Directors expressed their satisfaction, towards the process followed by the Company for evaluating the performance of the Directors, Board as a whole including Chairperson and its Committees.

Separate Meeting of Independent Directors

The Independent Directors of the Company assembled together with a purpose of reviewing the performance evaluation of Non-Independent Directors (including the Chairperson) and the entire Board of Directors (including its Committees), while considering the views of Executive and Non-Executive Directors. Further, the Independent Directors, inter alia, assessed the quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the overall functioning of the Board and performance of individual Directors and also expressed their satisfaction

over the quality, quantity and timeliness of flow of information between the Company's Management and the Board.

All the Independent Directors were present at their meeting held on Friday, 19th May, 2021.

Familiarization programme for Independent Directors

The Company familiarizes its Directors including Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company. The brief details of the familiarization programme are provided under Corporate Governance Report and placed on the website of the Company at www.tciexpress.in.

MEETINGS OF BOARD AND SHAREHOLDER'S

The Board meets at least once a quarter to review the quarterly results along with other agenda items and additional meetings are conducted from time to time to consider significant matters, whenever required. For any business exigencies, the resolutions are passed by circulation and later placed at the subsequent Board / Committee Meeting for ratification/approval.

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

The 13th AGM of shareholders of the Company was held on 28th July, 2021 through video conference/ other audio visual means, without the physical presence of the Members at a common venue, in compliance with the applicable provision of the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

In compliance with applicable regulatory requirements, as on reporting date, six (6) Board-level Committees have been constituted to delegate matters that require greater and more focused attention. The details on the constitution, brief terms of reference, meetings held and attendance of all the Board-level Committees are given in the Corporate Governance Report, which forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial Standards issued relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively. Pursuant to the provisions of Section 118 of the Act, the Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards

issued by the ICSI and that such systems are adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

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

The main objective of the said Policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP SMP and other employees. The salient features of the Policy are explained in the Corporate Governance Report, which is part of this Annual Report. The Policy can be accessed on Company website at https://www.tciexpress.in/corporate-governance.aspx?invid=10.

WHISTLE BLOWER AND VIGIL MECHANISM

In line with the provisions of the Act, Listing Regulations and the principles of good governance, the Company has devised and implemented a vigil mechanism, in the form of 'Ethics and whistle-Blower Policy'. This Policy encourages Directors, employees and stakeholders to inter alia report their genuine concerns or grievances and instances of any financial irregularities, fraud, corruption, breach of code of conduct or any concern, that may have an adverse impact on Company's operations and reputation.

Further, the mechanism provides for adequate safeguards against victimization of whistle blower, who avail such mechanism and allows direct access to the Chairperson of the Audit Committee, in exceptional cases. None of the whistle blowers have been denied access to the Audit Committee of the Board.

In terms of the said Policy, all the reported incidents are reviewed by the Ethics Committee. The implementation of the Policy and the functioning of the Ethics Committee are overseen by the Audit Committee.

The Policy is communicated to the employees and posted on the Company's intranet. This Policy is also available on the website of the Company at www.tciexpress.in. Additional information on the vigil mechanism is provided in the Corporate Governance Report, which forms part of the Annual Report.

EQUALITY AND PREVENTION OF SEXUAL HARASSMENT

The Company has developed over a span of time, a diversified workforce and promotes a work environment free from discrimination and harassment based on gender, thereby

providing a friendly workplace environment. We strictly condemn acts like discrimination, forced or compulsory labor and child labor, within and beyond the Company's boundaries. To provide protection against any form of prejudice, gender bias and sexual harassment at the workplace, the Company has adopted a Policy on anti-sexual harassment, in compliance of provisions contained under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also set up an Internal Compliant Committee ('ICC') to oversee the implementation of anti-sexual harassment practices, deliberate and resolve complaints on sexual harassment at workplace and recommend disciplinary actions, if any, to the Company.

The Company also undertakes ongoing trainings to understand the Policy on prevention of sexual harassment and framework for reporting and resolving instances of sexual harassment, details of which are also reported to district officer of respective states. In the reporting year, we have not received any complaints pertaining to child labour, forced labour or sexual harassment.

Equal wages for equal work

The Company's philosophy on inclusive growth and development is to promote diversity, equity and recognize people on their merits and skill sets. The Company firmly believes on constitutionally valid principle of 'equal wages for equal work', and provides equal rewards, resources and opportunities to a man and a woman doing the same work with the same amount of responsibilities and duties.

HUMAN RESOURCE

Human resource management involves developing and administering programs that are designed to increase the effectiveness of an organization. Our philosophy on human resource focuses on attracting, empowering and retaining the best talent. We consider human development and training as an ongoing process that helps us to achieve our strategic goals and permit our employees to increase their knowledge and skills for doing particular jobs.

With an objective of providing ample opportunity for learning and growth, we have structured in house training programs, which run at different developmental centers. In the challenging environment when physical presence for trainings is not always possible, these programmes were undertaken in virtual mode with same pace and consistency. Alongside professional trainings, awareness sessions are also conducted for our employees and stakeholders. The output of these programs have been very positive and has helped us to improve the output, personality and performance of the participating individuals. Your Company constantly endeavors to improve upon its practices and

processes for employee satisfaction through effective communication and engagement and promoting a culture based on trust and confidence. At the closure of the financial year, your Company's headcount of the employees was Two Thousand Eight Hundred and Fifty Eight (2,858) only. Our responsible approach to structured working conditions inter-alia includes fair treatment at work, equitable pay, best learning and development as well as career progression, reward and recognition of good work.

PARTICULARS OF EMPLOYEES

The disclosures pertaining 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, are provided in Annexure-B.

In terms of second proviso to Section 136(1) of the Act, the Board's Report is being sent to the Members and others entitled thereto, excluding the information for top ten (10) employees, in terms of remuneration drawn, mentioned in Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The above said disclosure will 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. They can also send their request at designated e-mail at secretarial@tciexpress.in. accordingly, the Company will arrange to make the copy available to the shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

REPORT ON BUSINESS RESPONSIBILITY AND ENVIRONMENTAL, SOCIAL & GOVERNANCE

The Company understands that business sustainability has become an imperative aspect of business and investors are paying attention to this, along with financial performance of the Company. As part of our sustainability philosophy, the Company has implemented framework of Environmental, Social and Governance (ESG). It has an elaborate report on ESG, that detailed the efforts of the Company on sustainability and is available on the website of the Company at www.tciexpress.in.

In terms of the provisions of Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report, describing

the sustainable practices adopted by the Company, is provided in a separate section, forming integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

In terms of the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, a separate Report on Corporate Governance practices followed by the Company, together with a certificate from the Practicing Company Secretary, M/s. Sanjeev Bhatia & Associates, on compliance with Corporate Governance norms under the said Listing Regulations, is presented in a separate section, forming part of the Annual Report.

AUDITORS

Statutory Auditors and their Report

M/s. R.S. Agarwala & Co., Chartered Accountants (Firm) bearing firm registration number 304045E, is acting as the Statutory Auditors of the Company, as per the provisions contained under Section 139 of the Act. The Firm was originally appointed by the shareholders at their 07th AGM held on 28th July, 2015 and subsequently re-appointed by them at 12th AGM held on 24th July, 2020, for a second tenure of five (5) years, commencing from the conclusion of said AGM till the conclusion of 17th AGM.

The Statutory Auditor has issued report on the standalone Financial Statements for the financial year ended 31st March, 2022, with an unmodified opinion and do not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors.

The Auditors' Report is enclosed with the Financial Statements in this Annual Report. The Statutory Auditor has not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The total fees for all services paid to the Statutory Auditors are given in note number thirty one (31) of the notes to the standalone Financial Statements, for the FY 2021-22.

Secretarial Auditors and their Report

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Company has, with the approval of its Board of Directors, appointed M/s. Vinod Kothari & Company, Practicing Company Secretaries (Unique Code-P1996WB042300) to conduct the Secretarial Audit of the Company for the FY 2021-22.

The Secretarial Audit Report for the FY 2021-22 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 -C and forms a part of this Report.

Annual Secretarial Compliance Report

The Company has undertaken an audit with all applicable compliances, as per SEBI's Regulations and Circulars, Guidelines issued thereunder, for the financial year ended 31st March, 2022. The Annual Secretarial Compliance Report issued by M/s. Sanjeev Bhatia & Associates, Practicing Company Secretary, has been submitted to the Stock Exchanges, within sixty (60) days of the end of the financial year.

Internal Auditor

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations and such controls are assessed time to time. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, your Directors confirm that they have laid down internal financial controls with reference to the Financial Statements and these controls are adequate. The Company has also adopted policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

RISK MANAGEMENT

The risk management has always been an integral part of Company's strategy, planning, execution, monitoring process and reporting system. Your Company has developed over a period of time, a robust organizational structure for managing and reporting on risks and adopted Policy on risk management, which is approved by the Board. The Policy, inter alia, includes identification of risks, including cyber security, ESG, business continuity and related risks and minimization procedures.

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

The Risk Management Committee monitors and reviews business risk of the Company as a whole and provides the necessary direction on the same. A detailed risk register is prepared and discussed at half year intervals usually to capture new types of risk, specific to the Industry and/or Company and detailed mitigation steps are discussed and action taken to counter those risks. The Risk Management Committee is, inter alia, authorized to monitor and review the risk assessment, mitigation and risk management plans for the Company from time to time and report the existence, adequacy and effectiveness of the above process to the Audit Committee/Board on a periodic basis.

Further, an independent internal audit system carries out risk focused audits across business and operations of the Company, including compliance part. The Audit Committee of the Board of Directors reviews internal audit findings and provides strategic guidance on internal controls. Further, the Audit Committee monitors the internal control implementation of the action plans emerging out of internal audit findings.

The Company was able to manage risks arising from Covid-19, through timely execution of the Business Continuity Management framework as well as safeguards on the IT infrastructure and systems as part of the work from home (WFH) environment.

In the Board's view, there are no material risks, which may threaten the existence of the Company. Further details on risk assessment and its management are included in the Management Discussion and Analysis section, which forms a part of this Report.

COST RECORD

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

FRAUD REPORTING

During the year under review, Statutory Auditors and Secretarial Auditors have not reported any instances of frauds, committed in the Company by its officers or employees as specified under Section 143(12) of the Act.

PUBLIC DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of investments made by the Company are provided in the note number six (6) of the notes to the Standalone Financial Statements. However, it has not extended any loans or provided any security falling under Section 186 of the Act, hence, disclosure required pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, do not attract for the FY 2021-22.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on materiality and on dealing with related party transactions, setting out the guidelines and procedures to be followed in respect of transactions entered into by the Company with its related parties. It contains framework and procedures to review, determination of materiality, approval or ratification and reporting of such related party transactions.

During the year under review, the Policy was revised in accordance with the amendments to applicable provisions of the Act and the Listing Regulations, and the said Policy duly approved by the Audit Committee and the Board of Directors is posted on website of the Company with web-link https://www.tciexpress.in/corporate-governance. aspx?invid=10.

All the related party transactions entered into by the Company during the financial year, were on an arm's length basis and in the ordinary course of business and adheres to the applicable provisions of the Act and the Listing Regulations. All the related party transactions are placed before the Audit Committee for approval. Prior approval is obtained from the Audit Committee for foreseen related party transactions. Prior omnibus approval is also obtained for unforeseen related party transactions, subject to their value not exceeding ' 1.00 Crore (Rupees one Crore only)

per transaction. A statement of all related party transactions is presented before the Audit Committee and Board on a quarterly basis, specifying the nature, value, approval limits and other terms and conditions. The statement is supported by the certification from the Internal Auditor.

There were no materially significant related party transactions made by the Company, which may warrant approval of the shareholders. Accordingly, form number AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of related party transactions, which are not at arm's length basis and also which are material and at arm's length basis, is not required to be annexed to this Report, as it is not applicable.

The Company in terms of Regulation 23 of the Listing Regulations, submits disclosures of related party transactions to the Stock Exchange(s), in the format specified under the Listing regulations. The said disclosures can be accessed on the website of the Company and Stock Exchange(s).

Details of transactions entered into with related parties by the Company, during the FY 2021-22, is given under note number forty one (41) of the notes to Accounts, annexed to Standalone Financial Statements, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee duly formed by the Board of Directors, discharges its social responsibilities, as prescribed under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, which includes formulating and recommending to the Board of Directors, activities to be undertaken by the Company, as per Schedule VII to the Act. It is also responsible for framing Policy on CSR containing provisions for approach and directions given by the Board, guiding principles for selection, implementation and monitoring of activities as well as the formulation of annual action plan etc.

A brief note regarding your Company's initiatives with respect to Corporate Social Responsibility, as required under sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is provided as Annexure-D to this Board's Report in the prescribed format. The details pertaining to the composition, terms of reference, number of meeting held during the year and attendance of the CSR Committee Members at meeting are given in the Corporate Governance Report, which forms a part of this Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars relating to conservation of energy and technology absorption, as required to be disclosed under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are provided as Annexure -E to this Board's 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 31st March, 2022, which would impact the going concern status of the Company and its future operations.

PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE

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

ONE TIME SETTLEMENT AND VALUATION

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

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors, to the best of their knowledge and ability, state the following:

1. That in the preparation of the annual Financial Statements for the financial year ended 31st March, 2022, all the applicable Accounting Standards have been followed and there were no material departures therefrom;

2. That such accounting policies have been selected and applied consistently and judgment & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2022 and of the profit and loss of the Company for the financial year ended on that date;

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

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

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

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

APPRECIATION

Your Directors place on record their deep appreciation to each of its stakeholders and acknowledge the valuable contribution extended by them. The Directors also thank all the valued clients, vendors, business associates, shareholders, banks, financial institutions, stock exchanges, depositories, rating agencies and other stakeholders for their consistent support and encouragement to the Company.

In addition, we sincerely appreciate the commitment and dedicated efforts put in by our employees at all levels even in this difficult era of pandemic. Their commitment and contribution is deeply acknowledged. We look forward to continuing support and involvement of all our stakeholders.