Tube Investments of India Ltd

Dear Shareholders,

The Directors take pleasure in presenting the 17^th Annual Report together with the audited financial statements of the Company for the financial year ended 31^st March 2025.

1. Business Environment

The world has evolved rapidly since the turn of the calendar year. The elevated risk of trade tensions, evolving geo-political shifts and market dynamics have put many countries on anxious, wait & watch mode. For India, this could be a blessing in disguise in view of its diplomatic relationship with other bigger economies and its ability to redefine export strategy in view of differentiated tariffs. The world economy faced headwinds with continuing inflationary pressures, economic & political uncertainties in some of the developed economies and disruptions to global trade due to multiple reasons ranging from continued war, disruption to supply chain and protectionist tendencies. During FY 2024-25, the global business environment witnessed an uneven growth and India is expected to clock about 6.5%. India's growth story, though lower than the previous years, is an outlier in the period of contracted global growth.

The Indian economy got a shot in the arm with recent rate cuts by the Reserve Bank of India after about five years. Supplemented by easing inflation in the recent months, the primary focus for the rate cuts is to support the domestic growth. The domestic demand continues to be strong and resilient, which is signified by the increase in the GST collection during FY 2024-25. Though Indian rupee depreciated by about 3%, it has recovered recently and is not expected to be very volatile during the current year.

To continue with the growth momentum backed by the demographic advantage, one of the key focus areas for India will be to ensure appropriate skilling and education, including in the recent technological advancements, for the youth. This will enable prospects of attracting more foreign inflow through Global Capability Centres, in multiples places across India, to enhance employment opportunities. The efforts taken by the Government to boost domestic production and its focus on quality standards and steps taken by the industry to diversify the import sources for critical items, will help in reducing our dependence on imports. The volatility of the raw material prices is expected during the current year in view of the recent global developments which may have an immediate impact on the cost and margins. While India's economic trajectory remains strong, sustained policy measures in the areas of capital investment, employment generation, trade competitiveness, inflation control and investment in innovation are required to ensure our competitiveness in global markets and sustain our growth momentum during the current year.

The automotive industry saw a mixed performance in FY 2024-25 with growth in two-wheeler segment, moderation in passenger vehicle and negative growth in commercial vehicle segments. The industry seems to be cautious in terms of Electric Vehicles ("EV") adoption and other factors including supply chain disruptions, emission standards etc. The shift to shared mobility, though positive in terms of long-term sustainability, may impact the auto industry in the short term. Once there is an expansion in the infrastructure for EV coupled with reduction in costs, the growth potential is significant for EV sector. The healthcare segment in India is also growing with wider access and quality service to the people.

Despite global economic headwinds, India is expected to remain the fastest-growing major economy this year. The country is well-positioned to capitalize on emerging opportunities in high value added manufacturing exports, particularly in sectors such as electronics and semiconductors. Continued Government policy support, along with strong domestic resilience, is likely to help India maintain its growth momentum into FY 2025-26.

2. Financial Summary

The Company's financial performance (standalone and consolidated) for the financial year ended 31^st March 2025 is summarised below:

Note: The above consolidated numbers exclude discontinued operations (net of taxes)

The Board of Directors has decided to retain the entire amount of profit for the financial year 2024-25 in the Statement of Profit and Loss.

3. Performance Overview

During FY 2024-25, the Company has achieved a turnover of Rs7,431 Cr., registering a growth of 4% over the previous year. The Profit before Depreciation, Interest, Exceptional Items, Tax and Fair Value Gain on CCPS was at Rs1,168 Cr. as against Rs1,140 Cr. in the previous year. The Profit before Tax was at Rs1,524 Cr (including Fair Value Gain on CCPS of Rs569 Cr) as against Rs970 Cr. in the previous year.

The Engineering segment registered a revenue of Rs5,029 Cr. as compared to Rs4,921 Cr. during the previous year, a growth of 2%. The operating profit before interest and tax stood at Rs617 Cr. similar to previous year.

The Metal Formed Products segment recorded a revenue of Rs1,565 Cr. as compared to Rs1,519 Cr. during the previous year, a growth of 3%. The operating profit before interest and tax stood at Rs161 Cr. as compared to Rs187 Cr. during previous year, lower mainly on account of sluggish performance of railways.

The Mobility segment recorded a revenue of Rs671 Cr. as compared to Rs664 Cr. during previous year, a growth of 1%, inspite of adverse market conditions. The operating profit/(Loss) before interest and tax stood at Rs5 Cr. as compared to loss of Rs(18) Cr. during the previous year, driven by efficiency, cost reduction measures and focus on exports & adjacencies.

Other businesses segment including Industrial Chains registered a revenue of Rs987 Cr. as compared to Rs834 Cr. during the previous year, a growth of 18%. The operating profit before interest and tax stood at Rs48 Cr. as compared to Rs65 Cr. during previous year.

4.1. TI Clean Mobility Private Limited

The Company, through its subsidiary M/s. TI Clean Mobility Private Limited ("TICMPL'), is focussing on the clean mobility solutions. TICMPL is pursuing electric three-wheelers and electric tractors businesses. During the year, TICMPL has consistently ramped up volume of the electric three-wheeler for passenger segment under 'Montra Electric' brand. The business has been expanding in Northern and Eastern regions while it has gained market share in Southern states. During the year, TICMPL has completed the development of 27HP electric tractor after carrying out rigorous product testing / validation processes, both on and off the field. During the year, M/s. IPLTech Electric Private Limited ("IPLT"), a subsidiary of TICMPL, successfully broadened its customer base by delivering 172 vehicles across 20 customers. IPLT also obtained homologation for a new model featuring a 282-kWh battery, which provides an improved driving range. During the year, M/s.TIVOLT Electric Vehicles Private Limited ("TIVOLT"), a subsidiary of TICMPL, marked several significant achievements. TIVOLT launched 'Eviator', a 3.5T electric small commercial vehicle as part of Bharat Mobility Global Expo, 2025. TIVOLT also opened its manufacturing facility and commenced commercial production. The Chinese subsidiary of TICMPL is helping its businesses by acting as an interface with the product development team(s) and facilitate vendor identification & coordination in line with the requirements.

During the year, TICMPL consolidated its holdings in IPLT by acquiring shares from the erstwhile promoters & shareholders and infused funds into TIVOLT towards its capex and operational requirements.

4.2. TI Medical Private Limited

M/s. TI Medical Private Limited ("TI Medical"), a subsidiary of the Company engaged in the medical devices business. The Company has joined hands with M/s. PI Opportunity Fund I Scheme II ("Premji Invest") in its foray into the medical devices business. TI Medical has a manufacturing facility at Dehradun and is one of the top manufacturers of surgical sutures in the country. During the year, TI Medical has acquired land at Uttar Pradesh for establishing a greenfield manufacturing facility for medical consumables.

4.3. 3xper Innoventure Limited

Pursuant to the agreement entered by TII with Mr. N Govindarajan, M/s. 3xper Innoventure Limited ("3xper"), a subsidiary for pursuing the contract development & manufacturing operation (CDMO) and active pharmaceutical ingredients business, was incorporated in FY 2023-24. During the year, TII invested Rs99 Cr. in 3xper for establishment of greenfield manufacturing facility at Naidupet, Andhrapradesh.

During the year under review, the scale of operations at its research and development facility at Chennai picked up and started delivering projects to global big pharma and innovator companies. A wholly-owned subsidiary, M/s. 3xper Innoventure Labs Limited ("3xper Labs") was incorporated in August 2024 to manage the R&D business.

4.4. Kcaltech System India Private Limited

During the year, the Company acquired 67% of the equity share capital of M/s. Kcaltech System India Private Limited ("Kcaltech") for a consideration of about Rs62 Crores. Kcaltech is an established company engaged in the business of manufacture of aluminium tubes and parts used in Heating Ventilation and Air Conditioning ("HVAC") applications in automobile segment.

5.1. Engineering TI's Presence

The Engineering segment of the Company consists of cold rolled steel strips and precision steel tubes viz., Cold Drawn Welded tubes (CDW) and Electric Resistance Welded tubes (ERW). These products primarily cater to the needs of the automotive, boiler, bicycle, general engineering and process industries. The Company is further engaged in the manufacture of large diameter welded tubes mainly for non-auto application, which are largely imported.

Industry Scenario

During FY 2024-25, the automotive industry's production volume grew by 9.1%. Passenger vehicle grew by 3.3%, commercial vehicle de-grew by 3.3% and two-wheeler segment grew by 11.3% over the last fiscal year.

Review of Performance

The Engineering segment was able to grow its volumes leveraging the growth of passenger, commercial vehicles and two-wheeler segment. The business also focussed and realized the increased opportunities in the export market. The volumes of tubes in the domestic market grew by 9%, export market by 6% and cold rolled steel strips business grew by 9%.

The business continued to drive efficiency, improvement and prudent spending on capital expenditure on critical growth projects. The business has setup Green field plant for the manufacture of cold rolled steel strips in Nasik to meet the market demand in Western region and the capacity expansion for Large diameter tubes plant is completed. The business is setting up green field plant for tubes in the Western India to meet the increased market demand.

The business started Lean implementation for eliminating/reducing wastes in the value chain by focusing on productivity & quality improvement, inventory reduction & creating a flow in production system using Lean tools & techniques.

Career path initiatives were taken up to provide opportunities to employees within the organization for new openings and to enable cross function exposure and growth.

The business continued to participate in the reviews of US Department of Commerce on complaint of alleged dumping of cold-drawn steel mechanical tubes from India and some other countries, the Countervailing Duty (CVD) and Anti-dumping Duty (AD) on the Company's exports to the US market, to reduce duty rates to enhance export volumes.

5.2. Metal Formed Products TI's presence

Automotive chains, fine blanked products roll-formed car door frames and shell sub-assemblies for passenger coaches constitute the Metal Formed Products segment.

Industry scenario

During FY 2024-25, production of two-wheeler segment grew by 11.3% and passenger vehicles grew by 3.3%.

During FY 2024-25, production of two-wheeler segment was 23.88 million units against 21.47 million units for FY 2023-24 and production of passenger vehicles segment was 5.06 million units against 4.90 million units for FY 2023-24.

Review of Performance

Backed by the demand in the four-wheeler segment, the businesses dependent on this segment did in the line with the market. Despite the two-wheeler industry volume not reaching the pre-pandemic level, business maintained its market share in key segments.

Auto Chains:

Considering the segmental growth in the sealed / silent chains, business invested in both capacity and capability to participate in the potential demand emerging in OEM/space. Business continues to focus in the secondary brand as well by leveraging focussed DIAMOND initiatives. The replacement market continues to provide opportunities for growth notwithstanding competition and the business expects to strengthen on the sales structure, deepen its coverage and launch new products for new categories and secondary market.

Fine Blanking:

Sales were higher by 18% during FY 2024-25. The focus has been on generating more new businesses from Exports and Original Equipment Manufacturers (OEMs)/Tier 1 Suppliers to OEMs by value addition and cost competitiveness through building deeper customer connect, capacity enhancement through capex and conversion efficiency initiatives through LEAN.

Auto Doorframes:

The business manages to hold on to the market due to good traction seen in four - wheeler segment. The businesses continue to gain additional market share by maintaining high quality standards and customer satisfaction.

Railways:

Railway business is continuously undergoing cost challenges in the tender space. However, business is strategically exploring options through sustainable mitigation strategies through diversification and selective participation in tender space.

TI's Presence

Mobility segment comprises of bicycles of Standards and Specials including alloy bikes, performance bikes, cycling accessories, bi-cycle component spares and home/semi commercial fitness equipment. Last year the scope of business was further expanded in the SMART - Spares, Maintenance, Accessories, Recreational and Toddler products. Company continued its focus in the export market as a growth lever/strategy.

Industry Scenario

The subdued performance of the domestic bicycle industry continued. Consumer demand towards economy range of products and unbranded players with low priced products gained an edge in the industry.

There was a significant downward shift in the average selling price, particularly in the kids and the Mountain Terrain Bikes ("MTB") segments. To counter the penetration of unbranded players, playing on price, the organized players i.e., AICMA (All India Cycle Manufacturer's Association) continued to launch low priced products in Kids and MTB segments.

During the financial year, the organized trade industry witnessed a marginal decline of 3% as against the previous year. Standards segment remained flat and specials segment declined by 5% mainly contributed by MTB, Sports Light Roadster segments.

Over 60% of the country's requirements are met by four major players. The smaller regional players and imports constitute the balance. TI Cycles enjoys a share of about 21% of the total organized trade market.

Review of Performance

TI Cycles sold 15.2 lakh bicycles during the year in trade, which was marginally lower by 2% compared to previous year.

The thrust on Specials segment was driven through new product launches, product innovations, digital marketing and consumer experience through exclusive retail outlets under the exclusive retail brand 'Track & Trail' and "Star MBO"- a shop-in-shop experience leveraging Multi-Brand Outlets (MBO). During the previous year we have onboarded 100 such shops.

In FY 2024-25, 73 new model bicycles were launched and 37 models were refreshed. Expansion of export market, spares and fitness growth are being pursued as future growth engines.

6. Dividend

The Board of Directors declared an Interim Dividend of Rs2/- per equity share of Rs1/- each (@200%) for the financial year 2024-25, which was paid on 20^th February 2025 to all the eligible shareholders.

The Board recommended Rs1.50 per equity share of Rs1/- each (@ 150%) of Final Dividend and is subject to the approval of the members at the ensuing Annual General Meeting for the said financial year.

The total Dividend in respect of the financial year 2024-25 shall be Rs3.50 per equity share of Rs1/- each (@350%).

During the year, in view of the requirement to conserve cash for the capital expenditure and funding future growth opportunities, the Dividend Distribution policy was modified to set the maximum dividend at 25% of the annual standalone profits after tax. The said Policy, as approved by the Board, is available in the Company's website at the following link: https://tiindia.com/dividend-distribution-policy/

7. Share Capital

The paid-up Equity Share Capital of the Company as on 31^st March 2025 was Rs19,34,93,889/- consisting of 19,34,93,889 Equity Shares of the face value of Rs1/- each fully paid up. During the financial year 2024-25, the Company allotted 91,673 Equity Shares consequent to exercise of employee stock options.

8. Finance

Cash and Cash Equivalents as at 31^st March 2025 were Rs 88 Cr. The Company continues to focus on judicious management of its free cash flow and net debt. The Company has taken many steps during the year to manage the free cash flow. Net debt reduced from Rs180 Cr. to Rs12 Cr. due to better free cash flow

8.1. Non-Convertible Debentures

There are no Non-Convertible Debentures outstanding as on 31^st March 2025.

8.2. Deposits

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on 31^st March 2025.

8.3. Particulars of Loans, Guarantees or Investments

As per Section 186 of the Companies Act, 2013, details of the loans, guarantees and investments made during the FY 2024-25 are given below:

The aforesaid loans and investments are in compliance with Section 186 of the Companies Act, 2013 and used for the business activities by the respective companies. Further details form part of the Notes to the financial statements provided in this Annual Report.

During the year, the Company made an initial contribution of Rs0.01 Cr. to the corpus of M/s. Chola Foundation.

As part of treasury management, the Company also deploys any short-term surplus in units of mutual funds, the details of which form part of the Notes to the financial statements provided in this Annual Report.

9. Subsidiaries, Joint Ventures and Associate Companies

The Company, in accordance with Section 129(3) of the Act has prepared Consolidated Financial Statements of the Company and all its subsidiaries, associates and joint ventures. Further, the report on the performance and financial position of each subsidiary, associate and joint venture and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this report (refer Annexure-A).

Business Review

9.1. CG Power and Industrial Solutions Limited (CG Power)

CG Power is a subsidiary of the Company acquired in 2020.

The Company holds 57.98% of CG Power's equity capital.

During the year under review, CG Power recorded consolidated revenue of Rs9,909 Cr. (previous year: Rs8,046 Cr.) and registered consolidated profit before tax of Rs1,348 Cr. (Previous year: Rs 1,158 Cr.)

CG Power continues to operate efficiently, contributing significantly to the Group's overall results, where performance is aligned with strategic expectations and market conditions, creating value for itself and the Group.

CG Power also declared and paid an Interim Dividend of Rs1.30 per share for the financial year 2024-25.

9.2. TI Clean Mobility Private Limited (TICMPL)

TICMPL, a subsidiary in which the Company holds about 99.99% of equity share capital was incorporated in February 2022 to foray into electric mobility business.

During the current year, TICMPL recorded Rs274 Cr. (previous year: Rs123 Cr.) as revenue on a standalone basis and registered a loss before tax of Rs827 Cr. (previous year: Rs98 Cr.). Excluding the Fair Value loss on Compulsorily Convertible Preference Shares (CCPS) of Rs706 Cr., loss before tax was Rs121 Cr.

During the current year, IPLTech Electric Private Limited, a subsidiary of TICMPL, recorded a revenue of Rs182 Cr. (previous year: Rs33 Cr) and registered a loss before tax of Rs180 Cr. (previous year: Rs106 Cr)

During the current year, Jayem Automotives Private Limited, a subsidiary of TICMPL, recorded a revenue of Rs95 Cr. (previous year: Rs99 Cr) and registered a Loss before tax of Rs21 Cr. (previous year: Profit before tax of Rs2 Cr)

During the current year, TIVOLT Electric Vehicles Private Limited, a subsidiary of TICMPL, recorded a revenue of Rs5 Cr. and recorded a loss before tax of Rs87 Cr. (previous year: Rs57 Cr.)

During the current year, M/s. TICMPL Technology (Shenzhen) Co Limited, a subsidiary of TICMPL, incorporated in June 2024 recorded a revenue of CNY 1.45 Cr. and registered a Profit before tax of CNY 0.12 Cr.

9.3. Shanthi Gears Ltd (SGL)

SGL, a subsidiary of the Company, recorded revenue of Rs605 Cr. in FY 2024-25 against Rs536 Cr. in the previous year. Profit before tax was Rs130 Cr. (Previous year: Rs110 Cr.). During the year, SGL renewed its focus on re-establishing itself in the market and gaining new customers.

SGL continued to look at enlarging its market presence, create a robust channel, enhance its process capabilities and launch new products to meet the growing expectations of customers.

SGL paid an Interim Dividend of Rs 3/- per share and recommended a final dividend of Rs 2/- per share for the financial year 2024-25.

9.4. TI Medical Private Limited (TIMPL), formerly known as Lotus Surgicals Private Limited

TIMPL, a subsidiary in which the Company holds 67% of equity share capital.

During the current year, TIMPL recorded Rs 195 Cr. as revenue (previous year: Rs175 Cr.) and registered a profit before tax of Rs13 Cr. (previous year: Rs24 Cr.)

9.5. 3xper Innoventure Limited (3xper)

3xper, a subsidiary in which the Company holds about 95% of the equity share capital was incorporated in May 2023 to foray into CDMO business.

During the current year, 3xper recorded Rs4 Cr. as revenue (previous year: Rs0.03 Cr) and registered a loss before tax of Rs34 Cr. (previous year: Rs15 Cr).

During the current year, 3xper formed a wholly owned subsidiary company named M/s. 3xper Innoventure Labs Limited for carrying out Research and development activities which recorded a revenue of Rs2 Cr. and registered a loss before tax of Rs9 Cr.

9.6. Financiere CIO SAS (FC10)

FC10, a subsidiary in France, in which the Company holds 95% recorded consolidated revenue of Euro 39.81 Mn in 2024 (previous year: Euro 40.92 Mn). The profit after tax for the year was Euro 1.27 Mn (previous year Euro 0.80 Mn). The consolidated results of FC10 include results of its subsidiaries viz., Sedis SAS, Sedis GmbH and Sedis Co Ltd in UK.

9.7. Great Cycles (Private) Limited (GCPL)

GCPL is a subsidiary of the Company in Sri Lanka. The Company holds 80% of GCPLs equity capital. During the year under review, GCPL recorded revenue of LKR 0.33 Cr. (previous year: LKR 0.18 Cr.) and registered Loss before tax of LKR 2.51 Cr. (Previous year: LKR 2 Cr.)

9.8. Creative Cycles (Private) Limited (CCPL)

CCPL is a subsidiary of the Company in Sri Lanka. The Company holds 80% of CCPLs equity capital. During the year under review, CCPL registered a revenue of LKR 2.65 Cr. (Previous Year - Nil) and Profit before tax of LKR 3.87 Cr. (Previous year loss before tax: LKR 5 Cr.)

9.9. Moshine Electronics Private Limited (MEPL)

During the year under review, MEPL recorded Rs3 Cr. as revenue (previous year: Rs12 Cr) and registered a loss before tax of Rs4 Cr. (previous year: Rs2 Cr). During the year, MEPL converted Inter-Corporate Deposits received from TII to equity shares of MEPL and the current shareholding of TII is about 94.07%.

9.10. X2Fuels and Energy Private Limited (X2Fuels)

X2Fuels, a joint venture company acquired in 2022-23. During the year under review, TII's share of loss from X2Fuels was Rs0.43 Cr. (Previous year: Rs0.30 Cr.)

9.11. Kcaltech System India Private Limited (Kcaltech)

Kcaltech, a subsidiary of the Company, was acquired in January 2025 for a consideration of Rs62 Cr. for 67% ownership in the company.

During the current year, Kcaltech recorded a revenue of Rs15 Cr. and registered a loss before tax of Rs0.37 Cr. from the date of acquisition.

9.12. TICL Brands (India) Private Limited (TICL)

TICL was incorporated during the year as a joint venture company for licensing "BSA" trademarks for the manufacture and/or sale of motorcycles, parts and accessories in India.

During the year, the Company invested Rs0.01 Cr. in TICL and TII's share of profit from the Joint venture was Rs 0.05 Cr.

10.1. Profits & Profitability

The Profit before Tax and exceptional items and fair value gain on CCPS remained flat at Rs975 Cr. All the business segments of the Company maintained their focus on servicing customers, improving efficiencies, controlling working capital and reducing resources employed in the business.

10.2. Capital Expenditure

The Company continues to assess the trends emerging in the industry and the changing requirements of its customers and invests appropriately for the long-term, with a view to servicing its customers in a more timely and efficient manner.

10.3. Interest Cost

The Company's interest cost during FY 2024-25 was Rs25 Cr. compared to Rs30 Cr. in the previous year. The Company had a net debt of Rs12 Cr. (Net of Cash & Cash Equivalents and investment in mutual funds) as on 31^st March 2025 as compared to Rs180 Cr. as on 31^st March 2024.

10.4. Financial Ratios

The key financial ratios of the Company during the financial year compared to the previous financial year are as under:

*Ratios are tracked by the Company on a standalone basis. Profits excludes Fair Value Gain on CCPS of 569 Cr in FY2024-25.

#Due to increase in Networth and reduction in borrowings.

@ Due to increase in Networth

10.5. Internal Control Systems

I nternal control systems in the organisation are looked at as the key to its effective functioning. The Company believes that internal control is one of the key pillars of governance which provides freedom to the management within a framework of appropriate checks and balances. Given the nature of business and size of operations, the Company has designed and instituted a robust internal control system that comprises well-defined organisation structure, roles and responsibilities, documented policies and procedures to reduce business risks through a framework of internal controls and processes. These controls ensure:

• Recording of transactions are accurate, complete and properly authorised;

• Adherence to Accounting Standards, compliance to applicable Statutes, Company policies and procedures and timely preparation of financial statements;

• Effective usage of resources and safeguarding of assets;

• Prevention and detection of frauds/errors; &

• Efficient conduct of operations.

To ensure efficient internal control systems, the Company has a well-established, independent and multi-disciplinary Internal Audit function that carries out periodic audits across locations and functions. The Internal Audit function reviews compliance vis-a-vis the established design of the internal control, as also the efficiency and effectiveness of operations. Internal Audit function is responsible for providing, assurance on compliance with operating systems, internal policies and legal requirements as well as suggesting improvements to systems and processes. It reviews and reports to management and the Audit Committee about compliance with internal controls, and the efficiency and effectiveness of operations as well as the key process risks. The Company also has established whistle-blower mechanism operative across the Company.

In its continued efforts to further strengthen its Internal Audit process through utilizing the services of a specialist agency in order to benefit from the best of practices available (including the use of analytical tools) to monitor various processes, the Company re-appointed M/s. PricewaterhouseCoopers Services LLP

("PwC") as Internal Auditors of the Company for the financial years 2025-26 and 2026-27. The Company is seeing benefits from the professional approach and practises adopted by the said Internal Auditors.

The Audit Committee of the Board of Directors, comprising of independent directors, regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as reasons for changes in accounting policies and practices, if any.

The summary of the Internal Audit findings and status of implementation of action plans for risk mitigation are submitted to the Audit Committee every quarter for review, and concerns if any, are reported to the Board. This process ensures robustness of internal control system and compliance with laws and regulations including resource utilisation and system efficacy.

Revenue and capital expenditures are governed by approved budgets and the levels are defined by a delegation of authority mechanism. Review of capital expenditure is undertaken with reference to benefits expected in line with the policy for the same.

Investment decisions are subject to formal detailed evaluation and approved by the relevant authority as defined in the delegation of authority mechanism. The Audit Committee reviews the plan for internal audit, significant internal audit observations and functioning of the Company's Internal Audit function on a periodic basis.

10.6. Internal Financial Control Systems with reference to the Financial Statements

The Company has complied with the specific requirements of the Companies Act, 2013 which calls for establishment and implementation of an Internal Financial Control framework that supports compliance with requirements of the said Act in relation to the Directors' Responsibility Statement.

The Company's business processes are enabled by an Enterprise-wide Resource Platform (ERP) as its core IT system. The operating management is not only responsible for revenue and profitability, but also for maintaining financial discipline and accountability. The systems and processes are continuously improved by adopting best in class processes, automation and implementing latest Information Technology tools.

The Company has a formal system of internal financial control to ensure the reliability of financial and operational information, and regulatory and statutory compliances. This is reviewed regularly and tested by Internal Audit Team. The Company's business processes are enabled by the ERP for monitoring and reporting processes resulting in financial discipline and accountability.

11. Enterprise Risk Analysis and Management

The Company has an established risk assessment and minimisation framework. This framework provides a mechanism to identify the risk, evaluation of likelihood of happening and consequences. It also provides for assessment of options to mitigate the risk and develop appropriate risk management plans. There are normal constraints of time, efficiency and cost.

The Risk Management Committee of the Board of Directors reviews the risk mitigation plans periodically to monitor the key risks of the Company and evaluate the management of such risks for effective mitigation.

During the year under review, the Risk Management Committee met on 31^st July 2024, 4^th November 2024 & 25^th March 2025 and reviewed the risks and mitigation plans of the divisions.

Some of the risks associated with the business and the related mitigation plans are discussed hereunder. The risks given below are not exhaustive and the evaluation of risk is based on management's perception.

11.1 Engineering

12. Corporate Social Responsibility (CSR)

The Company, being part of the Murugappa Group, is known for its tradition of philanthropy and community service. The Company's philosophy is to reach out to the community by establishing service-oriented philanthropic institutions in the field of education and healthcare as the core focus areas. The CSR Policy of the Company is available on the Company's website at the following link: https://tiindia.com/csr-policy/.

As per the provisions of the Companies Act, 2013, the Company was required to spend Rs14.48 Cr. after adjusting for excess amount spent in the previous year of T0.06 Cr. The Company had spent Rs16.18 Cr. against the requirement of Rs14.48 Cr. towards identified CSR projects in the fields of education, sports, health care and employment enhancing vocational skills, environment sustainability during the year.

The Annual Report on CSR for FY 2024-25 is annexed to and forms part of this Report (refer Annexure-B) as well as on the Company's website at the following weblink: https://tiindia.com/csr-approved-and-actuals/.

13. Corporate Governance

The Company is committed to maintaining high standards of corporate governance.

The Company was wholly in compliance with the requirements of SEBI Listing Regulations.

A report on corporate governance together with a certificate from the Practising Company Secretary is annexed in accordance with the terms of the SEBI Listing Regulations and forms part of the Board's Report (refer Annexure-C). The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters in terms of Part B of Schedule II [Corporate Governance] of the SEBI Listing Regulations.

The Report further contains details as required to be provided in the Board's Report on the policy on Directors' appointment and remuneration including the criteria, annual evaluation by the Board and Directors, composition and other details of Board committees, implementation of risk management policy, whistle-blower policy/ vigil mechanism, dividend distribution policy etc.

14. Business Responsibility and Sustainability Reporting

As required under the SEBI Listing Regulations, Business Responsibility and Sustainability Report forms part of the Annual Report (refer Annexure-D).

The Business Responsibility Policy of the Company is displayed on the Company's website at the following link: https://tiindia.com/business- responsibility-policy/

The report emphasises reporting on the ESG (Environmental, Social and Governance) matters and describes the initiatives taken by the Company with specific focus on ESG.

15. Human Resources

The Company has embarked on a 'High Ambition Culture'. This culture embodies the Company's aspirational goal, encouraging every employee to strive for their highest potential. The journey began with a Culture Visioning Workshop, where themes and action plans were finalised to kick-start implementation and transition towards a High Ambition Culture, ultimately making it a way of life at TII (TI Way).

Employee engagement survey was conducted in February 2024 capturing insights, identifying areas of enhancement, and evaluating the efficacy of existing initiatives. Effective implementation of action plans led to tangible improvements in engagement scores over time. By actively listening to employee perspectives and prioritising their feedback, the Company successfully cultivated a culture of continuous improvement and commitment to employee satisfaction.

Talent development emphasis on nurturing internal leadership to meet the ambitious business growth targets set by the Company. The Talent Development Engine ("TDE") has been meticulously crafted to cultivate executives at every level converting them from Individual Contributors to Enterprise Leaders, through a structured and systematic developmental journey. Over the last year, 20% of executives have embarked on this developmental journey through the various interventions. Senior leaders actively engage in mentoring these high-potential managers.

As part of the TDE, three senior leaders have been nominated for the Harvard Advanced Management Programme to make them future ready to take on leadership roles in existing as well as new businesses.

TII embarked on its Lean (Kaizen) journey under the guidance of Japanese consultants, aimed at optimising operations, maximising value for customers, employees, and shareholders, and achieving sustainable long-term growth. This ongoing initiative ensures competitiveness, adaptability, and strategic positioning for future expansion.

The total number of permanent employees on the rolls of the Company as on 31^st March 2025 is 3,219.

Industrial relations continued to remain cordial at all the Company's units during the period under review.

The information relating to employees and other particulars required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the information on employees, particulars of which are available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company up to the date of the forthcoming Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in the said regard.

The disclosure with regard to remuneration as required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and forms part of this Report (refer Annexure-E).

16. Prevention of sexual harassment at workplace

The Company has a policy on prevention of sexual harassment at workplace in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committees have been constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to address and redress complaints of sexual harassment. The policy extends to all employees (permanent, contractual, temporary and trainees). Employees at all levels are being sensitized about the Policy and the remedies available thereunder.

The Company received and disposed one complaint during the financial year 2024-25.

17. Employee Stock Option Scheme

During the year under review, the Company had granted 59,680 options to eligible employees under its Employee Stock Option Plan viz., ESOP 2017.

The scheme is in compliance with Securities and Exchange Board of India (Share Based Employee

Benefits) Regulations, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013 (the Act).

Details in respect of the ESOP 2017 as required under the Act/relevant SEBI Regulations are displayed on the Company's website at the following link: https://tiindia.com/esop/

18. Directors' Responsibility Statement

The Board of Directors confirm that the Company has in place a framework of internal financial controls and compliance system, which is monitored and reviewed by the Audit Committee and the Board besides the statutory, internal and secretarial auditors. To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2025 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively; and

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors

M/s. S R Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number: 101049W/ E300004) were appointed as

Statutory Auditors at the 14^th Annual General Meeting held on 2^nd August 2022 for a period of four years viz., from the conclusion of the said 14^th Annual General Meeting till the conclusion of the 18^th Annual General Meeting.

The report of the Statutory Auditors forms part of this Annual Report.

Cost Auditors

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records in respect of Steel Products, Metal Formed Products and parts & accessories of auto components of the Company and such accounts and records are made and maintained. The Board has appointed M/s. S Mahadevan & Co. (firm no.000007), Cost Accountants as the Cost Auditors of the Company for auditing the cost accounting records maintained by the Company in respect of the applicable products for the financial year 2025-26. Necessary resolution for ratification of their remuneration in respect of the aforesaid terms of appointment for the financial year 2025-26 forms part of the Notice for the ensuing Annual General Meeting, which the Board recommends for the shareholders' approval.

20. Related Party Transactions

All related party transactions that were entered into during the financial year under review were on an arm's length basis and were in the ordinary course of business.

The Company did not enter into any materially significant related party contracts or arrangements or transactions during the financial year which may have a potential conflict with the interest of the Company at large or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Necessary disclosures as required under the Indian Accounting Standards have been made in the notes to the Financial Statements.

The policy on Related Party Transactions as approved by the Board is uploaded and is available on the following link on the Company's website: https://tiindia.com/rpt-policy/

None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.

21 . Directors

During the year under review, the following key Board level changes were effected.

Mr. K R Srinivasan (DIN: 08215289) retired as the President and Whole Time Director from the close of business hours on 30^th June 2024 on completion of his term. The Board placed on record its appreciation for the services rendered by Mr. K R Srinivasan during his entire tenure at the Company.

Mr. Vellayan Subbiah (DIN: 01138759) ceased to be the Whole Time Director and Executive Vice Chairman of the Company with effect from the close of business hours on 31^st March 2025. The Board at its meeting held on 24^th March 2025, accepted his request and approved the change

in his executive position. Consequently, he has become Non-Executive Vice Chairman of the Company with effect from 1^st April 2025. The Board placed on record its appreciation for the guidance and support provided by Mr. Vellayan Subbiah as Executive Vice Chairman of the Company

Ms. Sasikala Varadachari (DIN: 07132398) will cease to be an Independent Director from the close of business hours on 16^th June 2025 consequent to the completion of her term of office as an Independent Director. The Board places on record its grateful appreciation for the distinguished services rendered by Ms. Sasikala Varadachari during her association as an Independent Director of the Company since June 2021.

Ms. Shelina Pranav Parikh (DIN: 00468199) has been appointed as an Additional Director and Independent Director, by the Board after taking into consideration the recommendation of the Nomination & Remuneration Committee of the Company, on 15^th May 2025 for a term of three years, subject to the approval of the shareholders. Accordingly, an item on approval of appointment of Ms. Shelina Pranav Parikh in the ensuing Annual General Meeting forms part of the Notice for the ensuing Annual General Meeting, which the Board recommends for the shareholders' approval.

Mr. M A M Arunachalam, Executive Chairman retires by rotation at the ensuing Annual General Meeting only to facilitate the compliance of the requirements of Section 152 of the Companies Act, 2013 ("the Act") and being eligible, he offers himself for re-appointment. The Board, based on and after taking into consideration the recommendations of the Nomination and Remuneration Committee, recommends the re-appointment of Mr. M A M Arunachalam as Director, liable to retire by rotation only to comply with the provisions of the Act, at the forthcoming Annual General Meeting.

All the Independent Directors of the Company have furnished the necessary declaration in terms of Section 149(6) of the Act affirming that they meet the criteria of independence as stipulated thereunder. In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience including the proficiency as required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company and, are independent of the management. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

22. Declarations/Affirmations

During the year under review:

- there were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate viz., 31^st March 2025 and the date of this Report; and

- there were no significant material orders passed by the regulators or courts or tribunals impacting the Company's going concern status and its operations in future.

23. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 201 3 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. R Sridharan of Messrs R. Sridharan & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2024-25 is annexed herewith and forms part of this Report (refer Annexure-FI). The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India. Accordingly, no qualifications or observations or comments or other remarks have been made by the Secretarial Auditor in his said Report.

Further, in terms of the requirements under the SEBI Listing Regulations, the Secretarial Audit Report of the Company's material unlisted subsidiary, M/s. TI Clean Mobility Private Limited is annexed to this report (Annexure-F2).

The Board at its meeting held on 15^th May 2025, appointed Messrs. Sridharan & Sridharan Associates, peer reviewed firm of Company Secretaries in Practice (Firm Registration Number P2022TN093500), Company Secretaries, as Secretarial Auditors of the Company for a period of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the shareholders. Accordingly, an item on approval of appointment of secretarial auditors forms part of the Notice for the ensuing Annual General Meeting, which the Board recommends for the shareholders' approval.

24. Annual Return

A copy of the Annual Return of the Company is placed on the website of the Company and the same is available on the following link: https://tiindia.com/financial-information/.

25. Key Managerial Personnel

As on 31^st March 2025, Mr. M A M Arunachalam, Executive Chairman, Mr. Mukesh Ahuja, Managing Director, Mr. AN Meyyappan, Chief Financial Officer and Ms. S. Krithika, Company Secretary

are the Key Managerial Personnel (KMPs) of the Company as per Section 203 of the Companies Act, 2013.

26. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith and part of this Report (refer Annexure-G).

27. Acknowledgment

The Directors thank all Customers, Vendors, Financial Institutions, Banks, State Governments, Investors for their continued support to your Company's performance and growth. The Directors also wish to place on record their appreciation of the contribution made by all the employees of the Company resulting in the good performance during the year under review.