Submission of Board Resolution for Buyback of fully paid equity shares

Dated: September 30, 2026 Listing Department Listing Department, BSE Limited National Stock Exchange of India Limited Department of Corporate Relations Exchange Plaza, 5th Floor Pheroze Jeejeebhoy Towers Plot No. C/1, G Block Dalal Street, Mumbai - 400 001 Bandra - Kurla Complex, Mumbai - 400 051 Scrip Code: 532349 Symbol: TCI Sub: Submission of Board Resolution for Buyback of fully paid-equity shares having face value of INR 2/- each of Transport Corporation of India Limited, on a proportionate basis through tender offer route, pursuant to the provisions of Regulation 7 of Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended Dear Sir/Madam, This has reference to our letter dated September 29, 2026, and pursuant to the provisions of regulation 5(vii) of SEBI (Buy-back of Securities) Regulations, 2018, please find attached the certified true copy of the resolution passed by the Board of Directors at their meeting held on September 29, 2026, approving the Buyback. The copy of the said Board Resolution is enclosed as Annexure 1. We request you to kindly take the above on record. 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) Encl.: As above Annexure – I CERTIFIED TRUE COPY OF THE RESOLUTION PASSED IN THE 150th MEETING OF BOARD OF DIRECTORS OF TRANSPORT CORPORATION OF INDIA LIMITED HELD ON TUESDAY, SEPTEMBER 29, 2026 AT 11:15 AM (IST) AT TCI HOUSE, 69, INSTITUTIONAL AREA, SECTOR-32, GURUGRAM-122 001, THROUGH VIDEO CONFERENCING APPROVE THE PROPOSAL FOR BUYBACK OF EQUITY SHARES THROUGH TENDER OFFER “RESOLVED THAT in accordance with Article 4 of the Articles of Association of Transport Corporation of India Ltd. (“Company”) and pursuant to the provisions of Sections 68, 69, 70, 179 and all other applicable provisions, if any, of the Companies Act, 2013, as amended (the “Companies Act”), rules framed under the Companies Act, including the Companies (Share Capital and Debentures) Rules, 2014 as amended and the Companies (Management and Administration) Rules, 2014, as amended, to the extent applicable, and in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the “Buyback Regulations”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), and including any amendments, statutory modification(s) or re-enactment(s) for the time being in force, and subject to such other statutory, regulatory or governmental approvals, permissions, consents, exemptions and sanctions, as may be necessary and subject to any modifications and conditions, if any, as may be prescribed or imposed by the Securities and Exchange Board of India (“SEBI”), Registrar of Companies, Telangana (“ROC”), BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) Reserve Bank of India (“RBI”) and / or any other authorities, institutions or bodies (together with SEBI, RBI and ROC, the “Appropriate Authorities”), as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions, sanctions and exemptions, which may be agreed to by the Board of Directors of the Company (the “Board”, which expression shall include any committee constituted by the Board to exercise its powers, including the powers conferred by this Board resolution), the Board hereby approves the buyback of up to 1,562,500 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 share capital of the Company as on March 31, 2026, at a price of INR 960/- (Indian Rupees Nine Hundred and Sixty only) per Equity Share (“Buyback Price”), subject to any increase to the Buyback Price as may be approved by the Board or any committee thereof, payable in cash for an aggregate amount not exceeding INR 1,500,000,000/- (Indian Rupees One Hundred and Fifty Crore Rupees only) (excluding transaction costs viz. brokerage costs, fees, turnover charges, applicable taxes such as securities transaction tax, goods and services tax, stamp duty, etc., expenses incurred or to be incurred for the Buyback like filing fees payable to the SEBI, advisors/ legal fees, Stock Exchange charges, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses, etc.) (“Buyback Size”), being 6.76% and 6.15% of the aggregate of the fully paid-up equity share capital and free reserves of the Company as per the latest audited standalone and consolidated financial statements of the Company as at March 31, 2026, respectively (which is within the statutory limits of 10% of the aggregate of the fully paid-up equity share capital and free reserves of the Company, based on both standalone and consolidated financial statements of the Company, under the Board approval route as per the provisions of the Companies Act and Buyback Regulations), on a proportionate basis through the “tender offer” route as prescribed under the Buyback Regulations, from all of the equity shareholders/ beneficial owners of the Company, 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 to be referred as “Promoter & Promoter Group”) who hold Equity Shares as of the record date i.e., October 9, 2026 (the “Record Date” and such buyback the “Buyback”). RESOLVED FURTHER THAT the Company shall implement the Buyback using the “Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buy Back and Delisting” notified by the SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 09, 2016 and SEBI circular SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021 and SEBI circular SEBI/HO/CFD/PoD- 2/P/CIR/2023/35 dated March 8, 2023, including any amendments or statutory modifications for the time being in force (“SEBI Circulars”), and the Company shall approach BSE for facilitating the same which shall act as the designated stock exchange. RESOLVED FURTHER THAT the Company shall implement the Buyback out of its securities premium account, free reserves and/or such other sources as may be permitted by law, and the Buyback shall be through tender offer in such manner as may be prescribed under the Companies Act and the Buyback Regulations, and on such terms and conditions as the Board may deem fit. RESOLVED FURTHER THAT in terms of Section 69 of the Companies Act, the Company shall transfer from its free reserves or securities premium account and/ or such other sources as may be permitted by law, a sum equal to the nominal value of the Equity Shares bought back through the Buyback, to the capital redemption reserve account and the details of such transfer shall be disclosed in its subsequent audited financial statements. RESOLVED FURTHER THAT pursuant to Regulation 42 of the Listing Regulations and Regulation 9(i) of the Buyback Regulations, the Record Date for determining the entitlement and names of the equity shareholders who would be eligible to participate in the buyback shall be October 9, 2026. RESOLVED FURTHER THAT all equity shareholders/ beneficial owners of the Equity Shares who hold Equity Shares as on Record Date, excluding the Promoter & Promoter Group and any shareholders who may be specifically prohibited under the applicable laws by Appropriate Authorities, will be eligible to participate in the Buyback (“Eligible Shareholders”). The Promoter and members of Promoter Group have expressed their intention not to participate in the above said Buyback vide the [Showing first 8,000 characters — download PDF for full document]