*The Board of Directors at its meeting held on 21^st August, 2024 had approved buy-back of up to 1,333,333 equity shares of the Company for an aggregate amount not exceeding ' 1,600 Mn (excluding tax on buyback), being 1.72% of the total paid up equity share capital (as on that date) at ' 1,200/- per equity share. Accordingly, the Company bought back 1,333,333 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares on 27^th September 2024. The total amount utilized in the Buyback is ' 1,600 Mn (excluding transaction costs). Consequently, subscribed and paid up capital of the Company has reduced by ' 2.67 Mn. The premium paid on buyback of equity shares has been appropriated from the Securities Premium and General Reserve.

b) Rights/Preferences/Restrictions Attached to Equity Shares

The Company has only one class of equity shares having a par value of ' 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

1 The Company has incurred interest cost during the year in the range of 6.75% to 8.65% p.a on long term borrowings (31^st March 2024: range were 6.75% to 8.85% p.a).

2 Working capital loans are secured by hypothecation of book debts as primary security along with land properties Situated at "Khasra No. 4-21 Min, 22 Min, 8-1,2, 3 Min, 5 Min, 8 Min, 9-1 Min, 10-1, 12-2, 13-1,9-5, 6-1-1, in the revenue estate of Village Jhundsarai Viran, Tehsil Farokh Nagar, Pataudi, Gurugram (Haryana)." as collateral.

3 The Company has incurred interest cost on weighted average of Effective interest rate during the year 8.09% on borrowings (31^st March 2024: 8.01 %).

4 There is no default as on the balance sheet date in the repayment of borrowings and interest thereon.

5 No loans have been guaranteed by the directors and others.

6 The Company is generally regular in registering and filling of satisfaction of charges with ROC within the statutory period during the year ended 31^st March 2025.

7 The quarterly returns or statements of current assets filed by the Company with the banks are in agreement with the books of accounts except as follows:

33. Exceptional Items

For the year ended 31^st March 2025 and 31^st March 2024

The Company has made investments in TCI Holding Asia Pacific Pte. Ltd (""the entity""), wholly owned subsidiary, amounting to ' 94.18 Mn. Owing to certain indicators for diminution in value of investment, during the year ended 31^st March 2025, the management of the Company has assessed an additional diminution of ' 17.98 Mn (31^st March 2024: ' 17.20 Mn) (earlier years ' 59.00 Mn) in the recoverable amount of investments held in the entity. The Company had made investment in Cargo Exchange Private Limited, associate, amounting to ' 67.50 Mn. Owing to certain indicators for diminution in value of investment, during the year ended 31^st March 2024, the management of the Company has assessed an additional diminution of ' 33.75 Mn (earlier years: ' 33.75 Mn) (Refer Note No. 51). The management of the Company envisages that the aggregate amount of impairment recognised in the books is adequate and no further adjustment is required. The Company has treated the impairment loss as an exceptional item in the Statement of Profit and Loss.

35. Earnings Per Equity Share

The Company's Earnings Per Share ('EPS') is determined based on the net profit attributable to the shareholders of the Company. Basic earnings per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year including share options, except where the result would be anti-dilutive.

36. FINANCIAL INSTRUMENTS i) Fair Values Hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for financial instruments.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

The Company's risk management is carried out by a central treasury department (of the Company) under policies approved by the Board of Directors. The Board of Directors provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

A) Credit Risk

Credit risk arises from cash and cash equivalents, trade receivables, investments carried at amortised cost and deposits with banks and financial institutions. a) Credit Risk Management

The finance function of the Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.

A: No Risk B: Low Risk C: Medium Risk D: High Risk

The risk parameters are same for all financial assets for all period presented. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an on-going basis throughout each reporting period. In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 180 days past due. A default on a financial asset is when the counterparty fails to make contractual payments when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

B) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company's liquidity management policy involves considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to the same as and when fall due.

Maturities of Financial Liabilities

The table below provides the details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments. (Balances due within 12 months are equal to their carrying balances as the impact of discounting is not significant)

C) Price Risk Exposure

The Company's exposure price risk arises from investments held and classified in the balance sheet either as fair value through other comprehensive income or at fair value through profit or loss. To manage the price risk arising from investments in equity securities, the Company diversifies its portfolio of assets.

Sensitivity

Below is the sensitivity of profit or loss and equity changes in fair value of investments in equity. The analysis is based on the assumption that price has increased/decreased by 1% with all other variables held constant, and that all the companies equities instruments moved in line with the price.

D) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company's exposure to interest rate risk relates primarily to interest bearing financial liabilities. Interest rate risk is managed by the company on an on-going basis with the primary objective of limiting the extent to which interest expense could be affected by an adverse movement in interest rates.

The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate of borrowings.

38. CAPITAL MANAGEMENT

The Company' s capital management objectives are

- to ensure the Company's ability to continue as a going concern

- to provide an adequate return to shareholders

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of balance sheet.

Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the subordination levels of the Company's various classes of debt. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

41. Segment Information Operating Segments:

a) Freight Division b) Supply Chain Solutions Division c) Seaways Division d) Energy Division

Identification of Segments:

The chief operating decision maker monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements. Operating segments have been identified on the basis of the nature of products/ services and have been identified as per the quantitative criteria specified in the Ind AS 108.

Segment Revenue and Results:

The expenses and incomes which are not attributable to any business segment are shown as unallocated expenditure (net of unallocated income).

Segment Assets and Liabilities:

Segment assets include all operating assets used by the operating segment and mainly consist of property plant and equipment, trade receivables, cash and cash equivalents etc. Segment liabilities primarily includes Current liabilities except for borrowings. Common assets and liabilities which cannot be allocated to any of the segments are shown as a part of unallocated Corporate assets/liabilities.

Inter Segment Transfer:

Profit or loss on inter segment transfers are eliminated at company level.

These assumptions were developed by management with the assistance of independent actuarial appraisers. Discount factors are determined close to each year-end by reference to government bonds of relevant economic markets and that have terms to maturity approximating to the terms of the related obligation. Other assumptions are based on management's historical experience.

Gratuity

The Company has a defined benefit gratuity plan, which is regulated as per the provisions of Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The scheme is funded by the company and is managed by a separate Approved Trust. The liability for the same is recognized on the basis of actuarial valuation.

The weighted average duration of the defined benefit obligation As at 31^st March 2025 is 10 years (31^st March 2024: 9 years).

The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:

B) Employee Stock Option Plan

The Company during the year has granted 130,000 Stock Options to its eligible employees in accordance with the Employee Stock Option Plan-2017 (7th Tranche), vesting period being 1, 2, and 3 years from the date of grant and the exercise period being one year from the date on which the options are eligible for exercise. Holder of each option is eligible for one fully paid equity share of the Company of the face value of '2 each on payment of '440 per share, the exercise price. The fair value of option determined on the date of grant is '506.74 based on black scholes methodology. The impact of above for the years is '65.88 Mn, accordingly provision and disclosure have been considered in the financial statements.

43. LEASES:

a) Company as Lessor:

The Company has given its Properties on lease under Cancellable operating leases to Group Companies. The total lease income during the year is ' 75.79 Mn (31^st March 2024 : ' 75.63 Mn)

b) Company as Lessee:

The Company's lease asset primarily consist of leases for land and buildings for branch offices and warehouses having the various lease terms. At the date of commencement of the lease, the Company recognises a right of use asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for short-term leases and low value leases. The Company also has certain leases of with lease terms of 12 months or less. The Company applies the 'short-term leases' & 'low value leases' recognition exemptions for these leases.

c. Details of transactions of advances or loans or investments of funds (either from the borrowed funds or share premium or any other sources or kind of funds), as prescribed to any other person(s) or entity (ies), including foreign entities (intermediaries)

A The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

B The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

d. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

e. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 (as amended).

f. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

g. The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

46. CORPORATE SOCIAL RESPONSIBILITY (CSR)

(a) As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the company. The areas for CSR activities are Promoting education, preventive healthcare, special education and employment enhancing vocation skills, rural /nationally recognised/ Paralympic and Olympic sports, and Rural Development.

47. DETAILS OF LOANS GIVEN, INVESTMENTS MADE AND GUARANTEE GIVEN COVERED U/S 186 (4) OF THE COMPANIES ACT, 2013

Loan given to TCI Cold Chain Solutions Limited is at floating rate (linked to Repo rate 2.25% spread) (effective rate of interest as on 31^st March 2025: 8.50% p.a.) repayable on or before 4 years from the date of drawdown. (Refer Note No. 9)

The Company had given loan of ' 5 Mn to TCI Chemlog Private Limited (wholly owned subsidiary) during the year at an interest rate of 9% p.a. which has been repaid by the subsidiary during the year.

Investments made are given under the respective heads (Refer Note No. 8)

Corporate Guarantees given by the Company in respect of loans as at 31^st March 2025

49. (a) ' 141.07 Mn outstanding As at 31^st March 2025 due to Micro and Small Enterprises registered under Micro, Small and Medium

Enterprises development Act, 2006, (MSME) ( 31^st March 2024: ' 32.31 Mn).

(b) Interest paid/payable to the enterprises registered under MSMED Act is ' 0.05 Mn ( 31^st March 2024: ' 0.13 Mn).

50. The Company entered into a Business Transfer Agreement ("BTA") with its wholly owned subsidiary namely TCI Chemlog Private Limited (TCPL) on November 1^st, 2024 for transfer of its chemical logistics business undertaking as a going concern, on slump sale basis, for a total consideration of ' 452.40 Mn. Accordingly, TCPL is now carrying chemical logistics business effective November 1^st, 2024. As per terms of the BTA, the slump sale consideration is to be discharged by TCPL by issuance of securities in form of equity shares. Hence, investment in TCPL stands at ' 452.50 Mn as on 31^st March 2025.

51. On 30^th October, 2023, the Board of Directors of the Company approved scheme of arrangement (""The Scheme"") involving amalgamation of its wholly owned subsidiary ""TCI Ventures Limited"" and its step down subsidiary ""Stratsol Logistics Private Limited"" with the Company, in accordance with the provisions of Section 230 to 232 read with Section 234, of the Companies Act, 2013. On 19^th December, 2023, the Company filed the Scheme with the Hon'ble National Company Law Tribunal. The Scheme has been approved by the Hon'ble National Company Law Tribunal, Hyderabad bench (""NCLT"") vide its order dated 14^th August 2024 (certified copy of the order received on 19^th August 2024). The said Tribunal order was filed with the Registrar of Companies by the Company on 19^th August 2024, thereby the Scheme becoming effective on that date. The appointed date of the Scheme is 1^st April 2023.

Accordingly, the Company has accounted the amalgamation giving effect to the Scheme, in accordance with Appendix C of Ind AS 103, Business Combination as on the effective date, in the following manner:

a) The assets and liabilities of TCIV and SLPL are reflected at their respective book values.

b) The financial information in the financial statements in respect of prior periods are restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.

c) The Company has preserved the identity of the reserves of TCIV and SLPL, and has recorded in its books in the same form as they appeared in the books of TCIV and SLPL.

As part of the Scheme, the equity shares held by the Company in TCIV amounting to ' 86.55 Mn and the equity shares held by TCIV in SLPL amounting to ' 29.25 Mn stand cancelled. The authorised equity share capital of TCIV of ' 120 Mn and SLPL of

' 40 Mn are transferred to and amalgamated with the authorised equity share capital of the Company, which now stands at ' 360 Mn. Consequently, the standalone financial statements for the year ended 31^st March 2024 have been restated to include the audited financial statements of TCIV and SLPL.

52. The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that:

i. The audit trail was enabled for changes for the newly implemented module used for maintaining the books of accounts relating to the Property, plant and equipment and intangible assets only with effect from 1^st May 2024

ii. audit trail feature is not enabled at the database level insofar as it relates to the Company's ERP and other related accounting software.

Further no instance of audit trail feature being tampered with was noted at the application layer with respect to the accounting software. The Company has not enabled audit trail feature at database level since it adds a significant load which slows down the server. The management is considering necessary possible steps to ensure compliance in this regard. Further, the Audit Trail, other than the abovementioned exceptions, has been preserved by the Company as per the statutory requirements for record retention.

53. Previous year figure's have been regrouped /rearranged wherever considered necessary.