Date: October 12, 2026

Board Meeting Outcomes

Approved at Board Meeting held on Tuesday, September 29, 2026:

  • Buyback of up to 1,562,500 fully paid-up equity shares of face value ₹2 each
  • Buyback price: ₹960 per equity share
  • Aggregate maximum amount: ₹1,500,000,000 (₹150 crore) excluding transaction costs
  • Method: Tender offer route on proportionate basis
  • Record Date: Friday, October 9, 2026

Buyback Details

Offer Structure:

  • Total shares to be bought back: 1,562,500 equity shares (2.03% of total paid-up equity capital)
  • Reserved Category for Small Shareholders: 234,375 shares (15% of offer size)
  • General Category for other shareholders: 1,328,125 shares
  • Small shareholders defined as those holding equity shares with market value ≤ ₹2,00,000 based on closing price on Record Date

Entitlement Ratio:

  • Reserved Category: 32 equity shares for every 257 shares held (12.4522233096057%)
  • General Category: 25 equity shares for every 418 shares held (5.9827180587835%)

Financial Parameters:

  • Buyback size represents 6.76% of aggregate of paid-up capital and free reserves as per standalone financial statements as on March 31, 2026
  • Represents 6.15% of aggregate of paid-up capital and free reserves as per consolidated financial statements as on March 31, 2026
  • Within statutory limit of 25% of total paid-up capital and free reserves

Schedule of Activities

| Activity | Date | Day |

| Board Meeting approving buyback | September 29, 2026 | Tuesday |

| Public Announcement date | September 29, 2026 | Tuesday |

| Publication of Public Announcement | September 30, 2026 | Wednesday |

| Record Date | October 9, 2026 | Friday |

| Buyback Opening Date | October 15, 2026 | Thursday |

| Buyback Closing Date | October 22, 2026 | Thursday |

| Last date for receipt of tender forms | October 22, 2026 | Thursday |

| Last date for settlement of bids | October 28, 2026 | Wednesday |

| Extinguishment of shares bought back | October 30, 2026 | Friday |

Promoter Participation

Promoters and promoter group have declared intention not to participate in the buyback via letters dated September 29, 2026.

Promoter Shareholding (as of Board Meeting date):

  • Total promoter and promoter group holding: 52,749,590 shares (68.66%)
  • Post-buyback holding (assuming full acceptance): 70.08% of reduced capital
  • Public shareholding will remain above minimum 25% requirement

Sources of Funds

Funds for buyback will be sourced from:

  • Free reserves of the Company
  • Securities premium account
  • Other permitted sources

Company confirms that no borrowed funds from banks or financial institutions will be used for the buyback.

Financial Arrangements

Escrow Account Details:

  • Escrow Agent: ICICI Bank Limited
  • Escrow Account: "Transport Corporation of India Limited Buy Back 2026 Escrow Account"
  • Amount deposited: ₹30,00,00,000 (₹30 crore) as required by SEBI Buyback Regulations

Firm Financial Certificate:

Brahmayya & Co., statutory auditors, issued certificate dated September 29, 2026 confirming adequate financial resources for buyback obligations.

Capital Structure

Pre-Buyback:

  • Authorized share capital: ₹41,00,00,000 (180,000,000 equity shares of ₹2 each + 500,000 preference shares of ₹100 each)
  • Issued, subscribed and fully paid-up share capital: ₹15,36,62,284 (76,831,142 equity shares of ₹2 each)

Post-Buyback (assuming full acceptance):

  • Issued, subscribed and fully paid-up share capital: ₹15,05,37,284 (75,268,642 equity shares of ₹2 each)

Taxation Note

Consideration received by shareholders on buyback shall be treated as full value of consideration under Section 69 of Income Tax Act, 2025. Cost of acquisition deductible, resulting gain chargeable as short-term or long-term capital gains depending on holding period. Company not required to pay any tax on amount distributed.

intermediaries

Manager to Buyback: ICICI Securities Limited

Registrar to Buyback: KFin Technologies Limited

Escrow Agent: ICICI Bank Limited

Company Broker: ICICI Securities Limited

Legal Advisors: JSA Advocates & Solicitors

Compliance Officer

Hansa Sharma, Company Secretary & Compliance Officer

Membership No.: A42616