Tata Investment Corporation Ltd Directors Report

TO

THE MEMBERS,

The Directors present their Eighty Seventh Annual Report with the Audited Financial Statements for the year ended March 31, 2024.

1. FINANCIAL RESULTS (under Ind AS):

	Standalone	Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
	(Rs in crore)	(Rs in crore)	(Rs in crore)	(Rs in crore)
Dividend, Interest, Net gain on Fair Value changes & Others	322.48	287.81	383.12	277.16
Other Income	2.83	0.53	2.83	0.56
Total Income	325.31	288.34	385.95	277.72
Total Expenses	32.60	29.79	44.65	41.10
Share in Profit and Loss of Associates	-	-	64.64	35.66
Profit before tax	292.71	258.55	405.94	272.28
Less: Provision for tax	8.80	17.65	20.98	20.53
Profit after tax	283.91	240.90	384.96	251.75
Non Controlling Interest	-	-	-	0.13
Profit attributable to equity holder of the Company	283.91	240.90	384.96	251.88
Earnings Per Share Basic and Diluted (?)	56.11	47.61	76.09	49.78
Opening balance of retained earnings	1,656.93	1,453.15	1,822.84	1,592.12
Profits for the year	283.91	240.90	384.96	251.88
Other Comprehensive Income	0.44	(0.44)	0.44	(0.44)
- Other adjustments	-	-	(0.39)	15.96
Realised Profit on sale of investment credited to Re- tained Earnings (Net of Taxes)	332.13	362.21	332.13	362.21
The Directors have made the following appropriations-
- Dividend (including tax on dividend) (Refer Para 3)*	242.86	278.27	242.86	278.27
- Transfer to Statutory Reserves	209.33	120.62	222.04	120.62
Closing balance of retained earnings	1,821.22	1,656.93	2075.08	1,822.84

2. OPERATIONS:

The Standalone Operating Income of the Company is derived from a mix of dividend, interest income, derivative gains and other income. The realized profit from the sale of long-term equity investments (post tax) credited to retained earnings for the year ended March 31, 2024 is 332.13 crore as compared to 362.21 crore for the FY 2022-23 which have been carried at Fair Value through Other Comprehensive Income. The standalone profit before tax for the year under review is 292.71 crore as against 258.55 crore for the FY 2022-23, whereas the profit after tax for the year under review stands at 283.91 crore as against 240.90 crore for the FY 2022-23. The Consolidated profit after tax for the year amounted to 384.96 crore as compared to 251.75 crore for the FY 2022-23.

The total number of companies whose issuances, equity or debt in which your Company has invested stands at 73 as on March 31, 2024, out of which 57 are Quoted and 16 are Unquoted companies.

3. DIVIDEND:

The Directors are pleased to recommend a dividend of 28 per share (280%) [previous year 48 per share (480%)] on the paid-up capital of 50.59 crore aggregating 141.67 crore based on the parameters laid down in the Dividend Distribution Policy. Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1,2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates in the Income Tax Act, 1961.

4. TRANSFER TO RESERVES:

As permitted under the provisions of the Act, the Board does not propose to transfer any amount to general reserve. The closing balance of the retained earnings of the Company for FY 2023-24, after all appropriation and adjustments, was 1,821.22 crore (as on March 31, 20231,656.93 crore).

5. VALUE CREATED:

"Value Created" is a measure which evaluates the wealth created net of the capital invested by the shareholders. We evaluate your Companys growth a 15-year rolling basis computing "Value Created" by reducing the Shareholders Funds from the aggregate of the Realizable Value of Investments and Net Current/Fixed Assets. The following table compares the Value Created vis-a-vis the Benchmark and the Compounded Annual Growth Return (CAGR).

Year End (March 31)	Realisable Value of Investments (A)	Net Current/ Fixed Assets (B)	Shareholder Funds (Equity+Share Premium) (C)	Value Created (A)+(B)-(C)	BSE 200 Index
	(Rs crore)	(Rs crore)	(Rs crore)	(Rs crore)
2009	2,166.27	173.79	63.66	2,276.40	1,140
2024	32,557.44	1.46	355.62	32,203.28	10,100
			No of times Growth (X)	14.15	8.86
			CAGR	19.32%	15.65%

Shareholders will be pleased to note that the "Value Created" has recorded a compounded annual growth rate (CAGR) of 19.32% vis-a-vis BSE 200 of 15.65% over the period March 31, 2009 to March 31, 2024. It is heartening that this performance has been achieved with a prudent allocation in unlisted equity and fixed income securities which reduces the volatility risk of the portfolio. Further, the Company has distributed 1,903.50 crore over the 15-year period as dividends to its shareholders and returned capital vide a buyback of 450 crore in the financial year 2019. The aggregate of the dividends distributed and the value of the Buyback, if included in the amount of Value Created, the resultant CAGR would stand enhanced approximately to 19.88%.

6. MANAGEMENT DISCUSSION & ANALYSIS:

A summarised position of the companys portfolio of investments is given below:

	As on 31.03.2024	As on 31.03.2023
	(Rs in crore)	(Rs in crore)
QUOTED INVESTMENTS
Net Book value	2,446.11	2,577.56
Market value	29,306.35	18,439.81
UNQUOTED INVESTMENTS
Net Book value (including Mutual Funds)	1,304.20	650.36
Estimated value	3,251.09	2,032.22
TOTAL BOOK VALUE
Net Book value of all investments	3,750.31	3,227.92
TOTAL MARKET VALUE
Total market value of quoted investments and estimated value of unquoted investments (subject to tax as applicable)	32,557.44	20,472.02
BANK DEPOSITS	-	31.83
TOTAL NUMBER OF INVESTEE COMPANIES	73	85
TOTAL EQUITY PER SHARE
After tax (?)	5,869	3,835

The Directors confirm that investments have been made with the intent to hold for long-term appreciation, and not for trade. The investments in Tata companies, both listed and unlisted, are generally held for a longer term and may be considered as strategic in nature. The investments in Non-Tata companies have been made by the Company in expectation to create value over the medium to long-term, while gains are realized after evaluation to augment its operating income for dividend distribution.

The Company invests after considering both global and domestic macro-economic conditions.

Global Markets:

The World Economic Outlook Report of April 2024 from IMF describes the Global Economic situation as "Steady but Slow". It says as global inflation has descended from its mid-2022 peak, economic activity has grown steadily. Growth in employment and incomes have held steady, resulting in increased consumption demand. The unexpected growth in consumption is a residual effect of the substantial savings accumulated by households during the pandemic.

Global growth, estimated at 3.2 percent in 2023, is projected to continue at the same pace in 2024 and 2025. Global headline inflation is expected to fall from an annual average of 6.8 percent in 2023 to 5.9 percent in 2024 and 4.5 percent in 2025.

Oil prices have remained volatile having risen to near the $90 per barrel-mark, with supply worries high given the escalating Middle East tensions between Iran and Israel and back-to-back attacks on energy infrastructure between Ukraine and Russia. The price has since corrected but remains above USD 80-85.

Having said the aforesaid, the global supply is being constrained by producers to even with supply.

2024 - The year of elections world over:

2024 is not just an election year. Its perhaps the election year! Globally, more voters than ever in history will head to the polls as at least 64 countries (plus the European Union)—representing a combined population of about 49% of the people in the world—are meant to hold national elections, the results of which, for many, will prove consequential for years to come.

2024 Elections:

Economic situation in major markets:

United States: Despite challenges such rising default rates on credit obligations, the U.S. economy remains resilient. The S&P 500 Index is poised to continue its upward trajectory, fueled by positive momentum and investor enthusiasm.

Eurozone: The Eurozone presents a promising outlook, with economic activity indicators surpassing expectations. Core inflation tracking towards the European Central Banks target of 2% is supported by various factors including falling energy prices and real wage gains.

Japan: Japans macroeconomic shift, marked by increasing inflation expectations and wage growth, presents favorable investment opportunities. Corporate behavior reforms driven by initiatives from the Tokyo Stock Exchange contribute to improved return on equity, signaling a positive trajectory for investments in the region.

India: India continues to shine as a bright spot. It is the fifth-largest economy in the world and is poised to retain its position as the worlds fastest-growing major economy. Its GDP growth remained buoyant at 7.3% in FY 2023-24 as against 7.2% in FY 2022- 23 was supported by robust domestic demand, moderate inflation, a stable interest rate environment, and strong foreign exchange reserves. The International Monetary Fund (IMF) commended Indias economic resilience, robust growth, and notable progress in formalization and digital infrastructure.

Indias economic outlook is optimistic as it reaps the benefits of demographic dividend, physical and digital infrastructure enhancements, increased capital expenditure and the governments proactive policy measures such as Production Linked Incentive (PLI) Schemes. According to the IMF, the Indian economy is expected to expand steadily at 6.5% in 2024.

Indian Equity Markets FY 23-24:

The Indian stock market delivered an exceptional year. The Nifty50 spiked up an impressive 28.6% in FY24, outperforming most major market indices globally.

The broader market recorded a much higher return with overall market cap of all listed companies appreciating 47.91%.

Date	31-03-2023	31-03-2024
INR	82.18	83.40
Market Cap In INR - Lacs Crores	257.59	387.02
in USD in bn	3,134.45	4,640.50

As shareholders are aware that mid-caps and small caps have appreciated substantially in Fy2324 and share prices have reached levels not seen before in many scrips. The following chart brings out the returns of small and mid-caps indices relative to the nifty 50 and nifty100.

The aforesaid rally in small-caps and mid-caps has resulted in many stocks becoming expensively valued relative to their past valuation and relative to peers or large cap. Your company has taken advantage of this rally and reduced the number of scrips especially those with a higher valuation risk.

A surprise in FY 2324 - All asset classes recorded positive returns:

1. Equity markets are expected to offer high returns in the long run, supported by improving global and domestic landscapes. Our outlook remains optimistic, grounded in factors such as softened inflation, early adjustments in monetary policy rates, and reduced crude oil prices.

2. Debt investments are anticipated to perform favorably, especially with expectations of interest rate cuts. Bond investors stand to benefit from the potential rise in bond prices as yields decline, particularly in long-term Indian Government Bonds (IGBs).

3. Real estate, after years of sluggish returns, is gradually improving, offering growth opportunities for investors.

4. Gold, as a hedge against inflation and uncertainty, continues to hold its value in investment portfolios. Strong demand from central banks, coupled with geopolitical risks and currency de-dollarization trends, supports the case for including gold in diversified portfolios.

Gold - glitter shining bright:

In FY 22-23, as also mentioned in the MDA of the previous year, the turbulence in global financial markets and the geopolitical uncertainty resulted in spike in gold prices. In FY 23-24, the growing demand for gold from central banks has resulted in gold prices testing lifetime highs of around the level of USD 2,200-2,300/ounce. The"de-dollarization"strategy being adopted by central banks has led to this incremental demand. This trend has escalated with the probability of escalation the middle-east conflict with Gold touching a life time high. It seems Gold will continue its upward march.

Our Approach:

In navigating the complexities of the global market landscape, our commitment remains steadfast in delivering sustainable value and preserving shareholder interests. Our investment strategies emphasize security selection, diversification, and a balanced approach to capitalize on emerging trends while safeguarding against potential risks.

Your Companys portfolio is a mix of listed Tata and diversified Non-Tata equities, unlisted equities, and fixed income securities.

Your Company has realized gains at opportune times and reinvested the same in other asset classes. The income earned from dividends grew substantially in FY 2023-24 from 187.87 crore to 226.36 crore.

Your Company has been carrying forward the Tata groups philanthropic legacy for many decades. It is committed to improving the quality of life of individuals and empowering institutions that serve communities, thus, creating a tangible impact on the lives of people.

During the year FY 2023-24, your Company has contributed a total of 841.05 lacs CSR activities, with interventions focusing on providing quality education, improving healthcare systems, increasing environmental sustainability, animal welfare, senior citizen care and other bespoke programmes. Details of CSR contributions for FY 2023-24 are given in Annexure B.

Last but not the least, your Company is committed to a sustainable future; and is fervently working towards achieving the Tata groups goal of being Net-Zero by 2045. Your Company has implemented its Sustainability Strategy during the last fiscal, which resulted in offsetting its Carbon Liabilities (Scope 1 and 2 GHG emissions) for FY 2023-24. The Company has successfully retired 45 Verified Emission Reductions (VERs) under the aegis of the Gold Standards Certification Program through the 400 MW Solar Power Project at Bhadla, Rajasthan, India. The project helps reduce anthropogenic emissions of greenhouse gases estimated at ~694,471 tCO2e p.a., thereon replacing 732,874 MWh/year amount of electricity with renewable energy. The generated electricity is exported to the regional grid system, which in turn diversifies the mix of thermal/fossil-fuel based power plants connected to national grid.

7. FIXED DEPOSITS:

The Company has not accepted any public deposits under the provisions of the Companies Act, 2013 (Act).

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Act pertaining to investment, guarantee and lending activities are not applicable to the Company since the Company is a Non-Banking Financial Company ("NBFC") whose principal business is acquisitions of securities.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company form part of the Annual Report. The annual accounts of the subsidiary company and related detailed information are available on the website of the Company and the same may be obtained by writing to the Company Secretary at the Registered e-mail ID of the Company: ticl@tata.com.

The consolidated financial results reflect the operations of Simto Investment Company Ltd. ("Simto") (Subsidiary), and the following Associate Companies namely Tata Asset Management Private Ltd., Tata Trustee Company Private Ltd. and Amalgamated Plantations Private Ltd.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1 )(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations). The Policy, as approved by the Board, is uploaded on the Companys website: https://tatainvestment.com/images/Policy%20on%20Material%20Subsidiaries.pdf

Subsidiary Company:

The Company has a subsidiary Simto Investment Company Ltd. (Simto) which is registered as a NBFC with the Reserve Bank of India. The Company manages its portfolio endeavoring to capitalize on activities arising out of short- term volatility in the market. Simtos resources have been augmented during the year FY 2023-24 both with quasi- equity infusion of 250.00 crore in the form of 8.70% Compulsorily Cumulative Convertible Preference Shares and 8% Compulsorily Cumulative Convertible Preference Shares issued on a rights basis to its shareholders. The fair value of assets of the Company was 559.95 crore as on March 31,2024.

Associate Companies:

1. Tata Asset Management Private Ltd.

The Company holds 32.09% of the equity share capital of Tata Asset Management Private Ltd., whose principal activity is to act as an investment manager to Tata Mutual fund and the Company is registered with Securities Exchange Board of India ("SEBI") under the SEBI (Mutual Fund) Regulations 1996 and has a track record of 25 years in investment management. The Assets Under Management (AUM) of the Company as on March 31, 2024 is 134,888 crore. The consolidated turnover of the company during the year was 556.94 crore (previous year 390.17 crore) and Profit after tax for the year was 201.19 crore (previous year 110.48 crore). The company has a net worth of 616.08 crore as on March 31, 2024 (previous year 470.07 crore).

2. Tata Trustee Company Private Ltd.

The Company holds 50% of the equity share capital of Tata Trustee Company Private Ltd. which is acting as the Trustees to Tata Mutual Fund. During the year, the turnover of the company was 3.40 crore (previous year 3.10 crore) and Profit after tax for the year was 0.16 crore (previous year 0.43 crore). The company has a net worth of 10.19 crore (previous year 10.24 crore) as on March 31, 2024.

3. Amalgamated Plantations Private Ltd.

The Company holds 24.61% of the equity share capital of Amalgamated Plantations Private Ltd ("APPL") which is engaged in the business of cultivation and manufacturing of tea and other allied agricultural products and packaging services. The turnover of APPL during the year was 818.06 crore (previous year 984.62 crore) and registered a loss for the year of Loss of 109.72 crore (previous year loss 54.72 crore) during the financial year 2023-24.

A statement containing the salient features of the financial statements of the subsidiary company and associate companies is annexed to the Financial Statements in Form AOC-1 "Annexure A".

10. BOARD AND COMMITTEE MEETINGS:

During the year under review, Five Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

11. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that: -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. RISK MANAGEMENT:

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Internal Auditor evaluates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Asset Liability and Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status from time to time.

13. INTERNAL CONTROL SYSTEMS:

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliance with applicable laws and regulations. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee Chairman.

15. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is displayed at: https://tatainvestment.com/images/Policy%20on%20Related%20Party%20Transactions.pdf

All the Related Party Transactions during the year under review, were at arms length and in the ordinary course of business and the Company did not enter into any material transaction or contract or arrangement with any related party and accordingly, Company does not have anything to report in Form AOC-2 and therefore the same has not been provided.

The details of the transactions with Related Parties as per Ind AS 24 are provided in the accompanying financial statements.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

I n terms of Section 135 and Schedule VII of the Act, the Board of Directors of your Company has constituted a CSR Committee under the Chairmanship of Mr. F N. Subedar. Mr. A. N. Dalal, Mr. Suprakash Mukhopadhyay and Mr. V. Chandrasekaran are the other Members of the Committee.

The CSR committee of the Board has framed a CSR policy and uploaded it on the website of the company https:// tatainvestment.com/wp-content/uploads/2022/03/TICL-CSR-Policy.pdf

The Annual Report on CSR activities is annexed herewith as "Annexure B".

17. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment ("POSH") Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company had no complaints of sexual harassment at the beginning of the year and has not received any complaints during the financial year. Accordingly, there are no complaints pending at the end of the financial year 2023-2024.

18. DIVIDEND DISTRIBUTION POLICY:

In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which can be accessed on the website of the Company: https://www.tatainvestment.com/images/Dividend%20Distribution%20Policy.pdf Further, there is no change in the parameters of dividend distribution policy of the Company for the year under review.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Further there are no material changes or commitments, affecting the financial position of the Company which has occurred between the end of the financial year and the date of the report.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of the Act and the Companys Articles of Association, Mr. Suprakash Mukhopadhyay (DIN 00019901), retires by rotation and, being eligible, offers himself for re-appointment. A resolution seeking shareholder approval for his reappointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations there has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission for the purpose of attending meetings of the Board/ Committee of the Company.

Mr. Manoj Kumar CV, Chief Financial Officer, Company Secretary and Compliance Officer of the Company resigned w.e.f. close of working hours on June 30, 2023. The Board of Directors placed on record its appreciation for the services rendered by him over the years.

Based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors of the Company approved the appointment of Mr. Manoj Gupta as Chief Financial Officer of the Company and Mr. Jamshed Patel as the Company Secretary and Compliance Officer of the Company w.e.f. July 1, 2023. Further, the Board of Directors redesignated Mr. Jamshed Patel as the Company Secretary and Chief Compliance Officer of the Company w.e.f. August 5, 2023, for a period of three years.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are: Mr. Amit N. Dalal, Executive Director, Mr. Manoj Gupta, Chief Financial Officer and Mr. Jamshed Patel, Company Secretary and Chief Compliance Officer of the Company.

Details pertaining to Director seeking re-appointment together with other directorships and committee membership have been given in the annexure to the Notice of the AGM in accordance with the requirements of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings.

21. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act and SEBI Listing Regulations the Board has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its committees and individual Directors, including the Chairman of the Company. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boards functioning such as degree of fulfilment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the management.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication, communicating effectively with all stakeholders and motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of individual Directors.

22. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and can be accessed at Companys website https://tatainvestment.com/wp-content/uploads/2020/12/Remuneration_Policy.pdf

23. AUDITORS:

STATUTORY AUDITORS:

In terms of the RBI Guidelines and related FAQs for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) [the "RBI Guidelines"] dated April 27, 2021, entities with asset size of ?15,000 crore and above as at the end of previous year, the statutory audit should be conducted under joint audit of a minimum of two audit firms [Partnership firms/Limited Liability Partnerships (LLPs)].

M/s Suresh Surana & Associates LLP, Chartered Accountants, (Firm Registration No. 121750W/W-100010), were appointed as Statutory Auditors till conclusion of the 87^th Annual General Meeting of the Company and M/s Gokhale & Sathe, Chartered Accountants (Firm Registration No. 103264W), were appointed as Joint Statutory Auditors till conclusion of the 88^th Annual General Meeting of the Company.

Since the term of M/s. Suresh Surana & Associates LLP, Chartered Accountants would be completed at the conclusion of this AGM, the Board of Directors of the Company, subject to the approval of the Members has recommended the appointment of M/s Chokshi & Chokshi LLP, Chartered Accountants (Firm Registration No. 101872W / W100045) as the Joint Statutory Auditors of the Company pursuant to Section 139 of the Act, from the conclusion of this Annual General Meeting of the Company till the conclusion of the 90^th Annual General Meeting to be held in the year 2027. Members attention is drawn to a Resolution proposing the appointment of M/s Chokshi & Chokshi LLP, Chartered Accountants (Firm Registration No. 101872W / W100045), as Joint Statutory Auditors of the Company which is included at Item No. 5 of the Notice convening the Annual General Meeting.

As per the provisions of Section 139 of the Act, they have given their consent for the appointment and confirmed that the appointment, if made, would be in accordance with the conditions as prescribed under the Act and applicable Rules and the RBI Guidelines.

The Audit Report of M/s Suresh Surana & Associates LLP and M/s Gokhale & Sathe, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2023-24 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITORS:

Pursuant to provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Parikh & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C".

The Secretarial Audit Report for the financial year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

24. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

25. CORPORATE GOVERNANCE:

The Annual Report contains a separate section on the Companys corporate governance practices, together with a certificate from the Companys Auditors confirming compliance, as per SEBI Listing Regulations.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

A separate section on Business Responsibility and Sustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI Listing Regulations is annexed herewith as "Annexure D"

27. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Companys website https://tatainvestment.com/wp-content/uploads/2024/06/DraftForm_MGT_7.pdf

28. REPORTING FRAUD:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

29. CONSERVATION OF ENERGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Being an investment company and not involved in any industrial or manufacturing activities, the Companys activities involve very low energy consumption and has no particulars to report regarding conservation of energy and technology absorption. However, efforts are made to further reduce energy conservation.

During the year under review, the Company did not have any foreign exchange expenditure and foreign exchange earnings.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197(12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure E".

The information required under Section 197(12) of the Act read with Rules 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered e-mail ID of the Company: ticl@tata.com. None of the employees listed in the said Annexure is related to any Director of the Company.

31. ACKNOWLEDGEMENTS:

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from all its stakeholders and above all, its employees.