Transport of India : Notice of 28th AGM TCI

NOTICE is hereby given that the Twenty Eight Annual General Meeting of the Company will be held on Monday, 31st July 2023 at 10:00 A.M. through Video Conferencing (VC)/Other Audio Visual Means (OAVM) to transact the following business(es):

ORDINARY BUSINESSES:

1. To consider and adopt the Audited Financial Statements (Standalone & Consolidated) of the Company for the financial year ended 31st March 2023 together with the Reports of Directors and Auditors thereon.
2. To declare a Final Dividend of ` 2/- per Equity Share, if any for FY 2022-23.
3. To appoint a Director in place of Mr. D P Agarwal (DIN: 00084105), who retires by rotation and, being eligible, offers himself for re-appointment.
4. To appoint a Director in place of Mr. S N Agarwal (DIN: 00111187), who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESSES:

1. Re-appointmentof Mr. D P Agarwal as Chairman & Managing Director
   To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special
   Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 2(54), 2(78), 196, 197 and 203 of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and other applicable provisions if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of the Articles of Association of the Company and based on the recommendations of the Compensation/Nomination and Remuneration Committee and the Board of Directors, the Company hereby approves re-appointment of Mr. D P Agarwal (DIN: 00084105) as Chairman & Managing Director for a period of 5 (five) years with effect from 1st August 2023, liable to retire by rotation, upon the terms and conditions as set out in the explanatory statement annexed hereto, including minimum remuneration to be paid in the event of loss or inadequacy of profits in any financial year, with the liberty to the Board of Directors to alter and vary terms and conditions of said re-appointment in such manner as may be agreed between the Board and Mr. D P Agarwal.
   RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things as may be expedient to give effect to this resolution."
2. Re-appointmentof Mr. Vineet Agarwal as Managing Director
   To consider and, if thought fit, to pass, with or without

modification(s), the following resolution as a Special

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 2(54), 2(78), 196, 197 and 203 of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of the Articles of Association of the Company and based on the recommendations of the Compensation/Nomination and Remuneration Committee and the Board of Directors, the Company hereby approves re-appointment of Mr. Vineet Agarwal (DIN: 00380300) as Managing Director for a period of 5 (five) years with effect from 1st July 2023, in respect of whom the Company has received a notice in writing under Section 160(1) of the Act proposing his candidature for the office of a Director, upon the terms and conditions as set out in the explanatory statement annexed hereto, including minimum remuneration to be paid in the event of loss or inadequacy of profits in any financial year, with the liberty to the Board of Directors to alter and vary terms and conditions of said re-appointment in such manner as may be agreed between the Board and Mr. Vineet Agarwal.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things as may be expedient to give effect to this resolution."

7. Authorize Borrowings by way of Issuance of Non-Convertible Debentures/Bonds/Other similar Instruments

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, and subject to all the applicable laws and Regulations, including but not limited to SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment thereof for the time being in force), and subject to the provisions of the Memorandum and Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors (hereinafter referred to as the "Board", which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to borrow from time to time by making offer(s) or invitation(s) to subscribe or issuance of redeemable Non-Convertible Debentures (NCD)/Bonds/Other similar instruments, whether secured or unsecured, on a private

Corporate Overview

NOTICE OF 28TH ANNUAL GENERAL MEETING

Statutory Reports

Financial Statements

placement basis, in one or more tranches, upto an amount not exceeding ` 200 Crores (Rupees Two Hundred Crores Only) during a period of one year from the date of passing of this resolution, on such terms and conditions, as the Board may, from time to time, determine and consider proper and that the said borrowing shall be within the overall borrowing limits of the Company as may be approved by the Members from time to time.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board of Directors be and is hereby authorized on behalf of the Company to take all actions and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient for the Issue and to take such steps and to do all such acts, deeds, matters and things as they may deem fit and proper for the purposes of the Issue and resolve and settle all questions or difficulties that may arise in regard to such Issue without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

Flat Nos. 306 & 307, 1-8-201 to 203, 3rd Floor, Ashoka Bhoopal Chambers, S.P. Road, Secunderabad-500003, Phone: +91 40 2784-0104,

Email: secretarial@tcil.com| Website: www.tcil.comCIN: L70109TG1995PLC019116

NOTES:

1. Pursuant to Circular Nos. 14/2020, 17/2020, 20/2020 dated 8th April 2020, 13th April 2020 and 5th May 2020 followed by Circular No. 2/2022, 10/2022 dated 5th May 2022 and 28th December, 2022 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as "MCA Circulars") and SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January 2023 and (hereinafter referred to as "SEBI Circulars") permitted the holding of the Annual General Meeting through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, the 28th Annual General Meeting of the Company is being conducted through Video Conferencing ("VC")/ other audio visual means ("OAVM") (hereinafter called as "E-AGM" or "AGM"). The registered office of the Company shall be deemed to be the venue for the AGM.

Annual Report 2022-23

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended from time to time) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) ("SEBI Listing Regulations"), read with aforesaid MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the businesses to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Ltd. ("CDSL") for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
2. The Members can join the E-AGM in the VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the E-AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more of the shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Compensation/Nomination and Remuneration Committee and Stakeholders' Relationship Committee and the Auditors etc. who are allowed to attend the E-AGM without restriction on account of first come first served basis.
3. The attendance of members attending the E-AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum for the AGM as per Section 103 of the Act.
4. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with RTA in case the shares are held by them in the physical form.
5. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/ her behalf and the proxy need not be a member of the Company. Since the AGM is being held through VC/OAVM, the facility for the appointment of proxies by the Members will not be available. Hence, the Proxy Form and Attendance Slip are not annexed to this Notice.
6. The Board of Directors of the Company has appointed Mr. V K Bajaj, Practicing Company Secretary as Scrutinizer to scrutinize the voting and remote e-voting process in a fair & transparent manner. Post receiving the Scrutinizer's report, the Company shall communicate the voting results within two working days from the conculsion of the Meeting to the Stock Exchanges. The results declared along with the Scrutinizer's report shall be placed on the website of

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NOTICE OF 28TH ANNUAL GENERAL MEETING

the Company www.tcil.comand on the website of CDSL www.evotingindia.com.

1. Corporate Members of the Company are encouraged to attend the AGM through their Authorized Representatives through VC. They are requested to send an email at vasanth@vkbajajassociates.com, enclosing the certified copy of the Board Resolution / Power of Attorney authorizing their representatives to attend and vote on their behalf in the Meeting.
2. The related Explanatory Statement pursuant to Section 102 of the Act, in respect of Special Businesses at Item Nos. 5 to 7 as set out above; to be transacted at the Meeting is annexed hereto.
3. Information with regard to the Directors proposed to be re-appointed, is annexed to this Notice in terms of the SEBI Listing Regulations and the Secretarial Standard on General Meetings.
4. Since the AGM will be held through VC, the Route Map is not relevant and not annexed to this Notice.
5. The Share Transfer Books and the Register of Members shall remain closed from Wednesday, 26th July 2023 to Monday, 31st July 2023 (Both Days Inclusive).
6. Members holding shares in electronic form may contact their respective Depository Participants to register/update bank mandate.
7. SEBI, vide its Circular dated 3rd November 2021, as amended from time to time, had made it mandatory for holders of physical securities to furnish PAN, KYC and Nomination/Opt- out of Nomination details to avail any investor service. The timeline provided by SEBI to furnish/ update the above details is 30th September 2023. Folios wherein any one of the above mentioned details are not registered by 1st October 2023 shall be frozen. Members who are yet to update their KYC details are therefore urged to furnish PAN, KYC and Nomination/Opt-out of Nomination by submitting the prescribed forms duly filled, by email from their registered email id to einward.ris@kfintech.comor by sending a physical copy of the prescribed forms duly filled and signed by the registered holders to Registrar and Share Transfer Agent (RTA), KFin Technologies Ltd. Members holding shares in electronic form are requested to notify the change in above particulars directly to their DP. Members may also refer to Frequently Asked Questions ("FAQs") on Company's website at www.tcil.com.
8. The Members are requested to address all their communications to the RTA or to the Company for prompt redressal.
9. Pursuant to Section 124 of the Act, the unclaimed interim dividend for the FY 2016-17 will be transferred to the"Investor Education and Protection Fund" (IEPF) on expiry of 7 years

from the date of transfer to the unclaimed dividend account. It may be noted that after the expiry of the said period of 7 years i.e. on 11th December 2023, no claim shall lie in respect of unclaimed dividend. Further, Section 124(6) of the Act mandates transfer of all those shares, in respect of which unpaid or unclaimed dividend have been transferred by the Company to IEPF. Thus, all the shares against which dividend has not been claimed, shall also stand transferred to IEPF. Accordingly, members who have not claimed their Unpaid Dividend for the said financial year and any of subsequent years are requested to write to the Company Secretary of the Company at secretarial@tcil.com.

1. As per Regulation 40 of the SEBI Listing Regulations, the securities of the listed companies can be transferred only in the dematerialized form and transmission or transposition of securities held in physical or dematerialized form shall be effected only in dematerialized form. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or RTA for assistance in this regard.
   Further, Members may please note that SEBI vide its Circular dated 25th January 2022 has mandated the listed companies to issue securities in demat form only while processing any service requests viz. issue of duplicate securities certificate; claim from Unclaimed Suspense Account; renewal/ exchange of securities certificate; endorsement; sub- division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR- 4, the format of which is available on the website of the Company at www.tcil.com.
2. Pursuant to Section 72(1) of the Act, individual shareholders holding shares in the Company singly or jointly may nominate an individual to whom all the rights in the Shares of the Company shall vest in the event of death of the sole / all joint shareholders.
3. In compliance with the aforesaid MCA Circulars, Notice of the AGM along with the Annual Report and Audited Financial Statements for FY 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depository Participant(s). In view of the said MCA Circulars, the Company has published a notice on Wednesday, 21st June 2023 in Financial Express (English Language) and Nava Telangana (Vernacular Language) inter-alia, advising the Shareholders whose e-mail address are not registered with the Company or the Depository Participant(s), as the case may be, to register their e-mail address. The Notice can also be accessed on the websites of the Stock Exchanges i.e. BSE Ltd. and National Stock Exchange of India Ltd. at

Corporate Overview

NOTICE OF 28TH ANNUAL GENERAL MEETING

Statutory Reports

Financial Statements

www.bseindia.comand www.nseindia.comand on the website of E-voting agency; CDSL at www.evotingindia.com.

1. The requisite Registers as required under the Act are available for inspection by the members. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to the Company Secretary of the Company at archana.pandey@tcil.com.
2. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend (subject to deduction of tax at source) will be made as under:

1. 1. To all Members in respect of shares held in physical form: after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Tuesday, 25th July 2023.
2. Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. 1st April 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/ RTA (in case of shares held in physical mode) and Depositories (in case of shares held in demat mode).
   A Resident individual shareholder with PAN and who is not liable to pay income tax, can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to einward.ris@kfintech.com. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%.
   Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to einward.ris@kfintech.com.
3. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write

to the Company on or before 28th July 2023 through email to

archana.pandey@tcil.com.

THE INSTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

The remote e-voting period begins on Friday, 28th July 2023 at 09:00 A.M. and ends on Sunday, 30th July 2023 at 05:00 P.M. The remote e-voting module shall be disabled by CDSL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. Tuesday, 25th July 2023, may cast their vote electronically. Voting rights shall be reckoned on the paid up value of shares registered in the name of the member / beneficial owner (in case of electronic shareholding) as on the cut-off date i.e. Tuesday, 25th July 2023.

THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non- individual shareholders in demat mode.

1. The voting period begins on 28th July 2023 at 09:00 A.M. and ends on 30th July 2023 at 05:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 25th July 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
2. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
3. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December 2020 and Regulation 44 of the SEBI Listing Regulations, the Company is providing the facility of remote e-voting to its members. The details of the process and manner of e-voting are explained hereinbelow. Step 1: Access through Depositories CDSL/NSDL e-Voting
   system in case of individual shareholders holding shares in demat mode.
4. In terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December 2020 Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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