Date: September 30, 2026

Board Meeting Outcomes

The Board of Directors at their meeting held on September 29, 2026, approved the buyback of up to 1,562,500 fully paid-up equity shares of the Company, each having a face value of INR 2, 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.

The buyback will be executed at a price of INR 960 per equity share for an aggregate amount not exceeding INR 1,500,000,000 (Indian Rupees One Hundred and Fifty Crore), excluding transaction costs. This represents 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 as at March 31, 2026, respectively.

The buyback will be conducted through the "tender offer" route from all equity shareholders/beneficial owners of the Company, excluding the promoters and members of the promoter group.

Buyback Details

  • Record Date: October 9, 2026 for determining eligibility to participate
  • Reservation: 15% of the number of equity shares proposed to be bought back reserved for small shareholders
  • Funding Source: Securities premium account, free reserves and/or other permitted sources
  • Completion Timeline: Buyback must be completed within one year from the date of board resolution (September 29, 2026)
  • Method: Using SEBI's "Mechanism for acquisition of shares through Stock Exchange" framework

Key Appointments

  • Manager & Broker: ICICI Securities Ltd appointed as Manager to the Buyback and buying broker
  • Escrow Agent: ICICI Bank Limited appointed to maintain "Transport Corporation of India Limited Buy Back 2026 Escrow Account" and "Transport Corporation of India Limited Buy Back 2026 Special Escrow Account"
  • Legal Advisors: JSA Advocates & Solicitors appointed as legal advisors
  • Registrar: KFin Technologies Limited appointed as Registrar to the Buyback
  • Compliance Officer: Ms. Hansa Sharma, Company Secretary & Compliance Officer appointed as Compliance Officer for the Buyback

Buyback Committee

A Buyback Committee was formed comprising:

  • Dharmpal Agarwal, Chairman & Managing Director
  • Vineet Agarwal, Managing Director
  • Ashish Kumar Tiwari, Chief Financial Officer
  • Hansa Sharma, Company Secretary & Compliance Officer
  • Rajesh Dhyani, GM - Finance

The committee is authorized to implement all aspects of the buyback, including appointing intermediaries, seeking regulatory approvals, operating accounts, finalizing terms, and completing the process.

Financial and Regulatory Compliance

The Board confirmed that:

  • All equity shares are fully paid-up
  • The company has been in compliance with Sections 92, 123, 127 and 129 of the Companies Act
  • No defaults in repayment of deposits, redemption of debentures or preference shares, payment of dividend, or repayment of term loans
  • The debt-to-capital ratio will not exceed twice the paid-up capital and free reserves after buyback
  • The company will not issue new equity shares during the buyback period except for subsisting obligations
  • The company will not raise further capital for one year after buyback completion except for subsisting obligations
  • Minimum public shareholding of 25% will be maintained

Authorization

Mr. Dharmpal Agarwal and Mr. Vineet Agarwal are authorized to sign the declaration of solvency. Mr. Ashish Kumar Tiwari and Mr. Rajesh Dhyani are authorized to sign and submit firm financing certificates. Ms. Hansa Sharma is authorized to file necessary forms with ROC and represent the company before regulatory authorities.