Outcome of Board Meeting

Date: September 29, 2026 To, To, Listing Department Listing Department BSE Limited National Stock Exchange of India Limited Pheroze Jeejeebhoy Towers Exchange Plaza, 5th Floor Dalal Street, Mumbai - 400 001 Plot No. C/1, G Block Bandra - Kurla Complex, Mumbai - 400 051 Scrip Code: 532349 Symbol: TCI Sub: Outcome of the meeting of the Board of Directors (“Board”) of Transport Corporation of India Limited (“Company”). Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”). Dear Sir/Madam, In continuation of our letter dated September 24, 2026, and in terms of Regulation 30 of Listing Regulations, we wish to inform you that the Board of the Company, at its meeting held today i.e., September 29, 2026, has inter- alia, considered and approved: (i) the incorporation of a Wholly Owned Subsidiary company in People's Republic of China (“WOS”) in line with the Company's strategy of expanding its international logistics network across key global trade corridors. Refer Annexure A. (ii) the proposal to buyback up to 1,562,500 (One Million Five Hundred Sixty-Two Thousand, Five Hundred only) fully paid-up equity shares of the Company, each having a face value of INR 2/- (Indian Rupees Two only) (“Equity Shares”), representing up to 2.03% of the total number of equity shares in the paid- up equity share capital of the Company, at a price of INR 960/- (Indian Rupees Nine Hundred and Sixty only) per Equity Share (“Buyback Price”) payable in cash for an aggregate amount not exceeding INR 1,500,000,000/- (Indian Rupees Fifteen Hundred Million only) (“Buyback Size”) being 6.76% and 6.15% of the aggregate of the fully paid-up equity share capital and free reserves as per the latest audited standalone and consolidated financial statements of the Company as at March 31, 2026, respectively (the “Buyback”). The Buyback Size does not include transaction costs viz. brokerage costs, fees, turnover charges, applicable taxes such as securities transaction tax, goods and services tax, stamp duty, etc., and expenses incurred or to be incurred for the buyback like filing fees payable to the Securities and Exchange Board of India (“SEBI”), advisors/ legal fees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses, etc. The buyback is proposed to be made from all of the equity shareholders/beneficial owners of the Equity Shares of the Company as on the Record Date (as mentioned below), excluding the promoters and members of the promoter group of the Company (as defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011), and any other shareholders who may be specifically prohibited under the applicable laws, on a proportionate basis through the “tender offer” route, in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”) and the Companies Act, 2013, as amended and rules made thereunder. (iii) the formation of a buyback committee (“Buyback Committee”) and delegated its powers to the Buyback Committee to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the Buyback; and (iv) October 9, 2026 as the record date (“Record Date”) for the purpose of determining the entitlement and the names of equity shareholders who would be eligible to participate in the buyback, in accordance with Regulation 42 of the Listing Regulations and Regulation 9(i) of the Buyback Regulations. (v) the promoters and promoter group of the Company, as defined under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, have vide a letter dated September 29, 2026 expressed their intention not to participate in the Buyback. In terms of Regulation 5(via) of the Buyback Regulations, the Board/Buyback Committee may, till 1 (one) working day prior to the Record Date, increase the Buyback Price and decrease the number of Equity Shares proposed to be bought back, such that there is no change in the Buyback Size. The pre-buyback shareholding pattern as on September 25, 2026, is enclosed as Annexure B. Please note that the details regarding the post-buyback shareholding pattern have not been provided since the actual number of Equity Shares that are bought back and category of shareholders from whom the Equity Shares will be bought back can be determined after the Record Date. The public announcement and the letter of offer setting out the process, timelines, and other requisite details will be released in due course in accordance with the Buyback Regulations. The relevant details as per SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD/2/1/3762/2026 dated January 30, 2026, are given as Annexure C. We would like to inform you that the said meeting commenced at 11:15 AM and concluded at 1:30 PM. We request you to kindly take the above on record. Thanking you, For Transport Corporation of India Limited Hansa Sharma Company Secretary & Compliance Officer (Membership No. A42616) Annexure A Details pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 Dated January 30, 2026: S. No. Particulars Details a) Name of the entity, date & country of The Board of Directors of Transport Corporation i ncorporation, etc. of India Limited (“Company”) at its meeting held today i.e. September 29, 2026 has approved the incorporation of a Wholly Owned Subsidiary (WOS) in the People's Republic of China. Name: As would be approved by authorities in the People's Republic of China. Date of Incorporation: Not applicable, as the entity is yet to be incorporated. Country of Incorporation: People's Republic of C hina. b) Name of holding company of the The proposed WOS, upon incorporation, will be a incorporated company and relation with the wholly owned subsidiary of the Company, which l isted entity w ill be its holding Company. c) Industry to which the entity being L ogistics and supply chain management. i ncorporated belongs d) Brief background about the entity The proposed WOS will be established as a incorporated in terms of products / line of Wholly Owned Foreign-Owned Enterprise business (WFOE) in the form of a Limited Liability Company (LLC) in the People’s Republic of China. It is proposed to undertake logistics and supply chain related activities. The proposed entity is intended to support the Company’s international logistics network and develop an integrated India–China–Far East logistics corridor, with an initial focus on establishing operations in one of the Free Trade Z ones (FTZ) of Shanghai or Shenzhen. e) Brief details of any governmental or The incorporation of the proposed WOS shall be regulatory approvals required for the undertaken in accordance with the applicable incorporation provisions of the Foreign Exchange Management Act, 1999, the Foreign Exchange Management (Overseas Investment) Rules, 2022, the Foreign Exchange Management (Overseas Investment) Regulations, 2022, Foreign Exchange Management (Overseas Investment) Directions, 2022, and other applicable laws, rules, regulations and guidelines in India, and shall be subject to such registrations, approvals, licenses and permissions as may be required from the appropriate authorities in the People’s Republic o f China and/or India, as applicable. f) Nature of consideration - whether cash The consideration for subscription to the equity consideration or share swap and details of share capital of the proposed WOS will be in cash. the same g) Cost of subscription / price at which the The overall financial commitment of the s hares are subscribed Company in relation to the proposed WOS is up to USD 2 Million (United States Dollars [Showing first 8,000 characters — download PDF for full document]