Tube Investments of India Ltd Directors Report

The Board of Directors has decided to retain the entire amount of profit for the financial year 2023-24 in the Statement of Profit and Loss.

3. Performance Overview

During FY 2023-24, the Company has achieved a turnover of f7,144 Cr., registering a growth of 5% over the previous year. The Profit before Depreciation, Interest, Exceptional Items and Tax was at Rs1,140 Cr. as against Rs1,095 Cr. in the previous year. The Profit before Tax was at Rs970 Cr. as against Rs928 Cr. in the previous year.

The Engineering segment registered a revenue of Rs4,921 Cr. as compared to Rs4,562 Cr. during the previous year, a growth of 8%. The operating Profit before Interest and Tax stood at Rs617 Cr. as compared to Rs549 Cr. during previous year, a growth of 12%.

The Metal Formed Products segment recorded a revenue of Rs1,519 Cr. as compared to Rs1,424 Cr. during the previous year, a growth of 7%. The operating Profit before Interest and Tax stood at Rs187 Cr. as compared to Rs174 Cr. during previous year, a growth of 8%.

The Mobility segment recorded a revenue of Rs664 Cr. as compared to Rs800 Cr. during previous year, a de-growth of 17%, due to adverse market conditions. The operating Profit/(Loss) before Interest and Tax stood at Rs (18) Cr. as compared to Rs17 Cr. during the previous year.

Other businesses segment including industrial chains registered a revenue of Rs834 Cr. as compared to Rs768 Cr. during the previous year, a growth of 9%. The operating profit before interest and tax stood at Rs65 Cr. as compared to Rs48 Cr. during previous year, a growth of 36%.

4. Other business initiatives

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 launched the passenger three-wheeler in the Southern states covering Kerala, Karnataka, Andhra Pradesh, Telengana and Tamilnadu. TICMPL is a leading player in the Southern markets. TICMPL is also developing cargo and e-auto rickshaw variants, which are expected to be launched during FY 2024-25.

During the year, TICMPL acquired 50% of M/s. Jayem Automotives Private Limited, part of Engineering Research & Development (ER&D) services industry with specific focus on Automobile ER&D services for Rs206 Cr.

TICMPL forayed into manufacture of electric small commercial vehicles through TIVOLT Electric Vehicles Private Limited ("TIVOLT”), a subsidiary. During the year, TICMPL invested Rs120 Cr. representing 80% of the share capital of TIVOLT. A new manufacturing facility is coming up at Gummidipundi, near Chennai for manufacture of the electric small commercial vehicle in the range of 2T to 3.5T. The vehicle is expected to be launched during FY 2024-25. The range and utility are expected to be propositions of the vehicle.

During the year, Cellestial E-Mobility Private Limited and Cellestial E-Trac Private Limited merged with TICMPL with effect from 1st April 2023.

Pursuant to the definitive agreements entered by TICMPL with TII, M/s. Multiples Private Equity Fund III, M/s. Multiples Private Equity Fund IV, M/s. Multiples Private Equity Gift Fund IV and their co-investors (together "Investors”), TII completed investment of Rs250 Cr. towards Equity Shares and Rs500 Cr. towards Series B Compulsorily Convertible Preference Shares ("CCPS”) and the Investors completed subscription to Equity Shares and Series A1 CCPS for about Rs1200 Cr. On 6^th May 2024, TICMPL entered into definitive agreements with TII, M/s. South Asia Growth Invest III LLC and M/s. South Asia EBT Trust III (together "New Investors”) for raising about Rs580 Cr. through issue of Equity Shares and CCPS to the New Investors.

4.2. 3xper Innoventure Limited

Pursuant to the agreement entered by TII with Mr. N Govindarajan, 3xper Innoventure Limited ("3xper”), a subsidiary for pursuing the contract development and manufacturing operation and active pharmaceutical ingredients business, was incorporated on 12^th May 2023. During the year, TII invested about Rs86 Cr. and Mr. N Govindarajan invested about Rs15 Cr. in 3xper.

3xper has established a R&D facility at Chennai and manufacturing facility is coming up at Naidupet, Andhra Pradesh.

5. Business Review - Standalone

5.1. Engineering Tls 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 applications which are largely imported.

Industry Scenario

During 2023-24, the automotive industrys production volume grew by 9.6%. Passenger vehicle and commercial vehicle grew by 6.9% and 3.5% respectively and two-wheeler segment grew by 10.3% 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 12%, export market by 25% and cold rolled steel strips business grew by 16%.

The business continued to drive efficiency improvement and prudent spending on capital expenditure on critical growth projects. The business is in the process of increasing capacities for large diameter tubes, and setting up green field plant for tubes and cold rolled steel strips in the Western India to meet the increased market demand.

The business started Lean implementation for eliminating/reducing wastes in the value chain by focussing 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 Companys exports to the US market, to reduce duty rates to enhance export volumes.

5.2. Metal Formed Products

TIs 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 2023-24, production of two-wheeler segment grew by 10.3% and passenger vehicles grew by 6.9%.

During 2023-24, total domestic sales rose from 21.2 million units to 23.8 million units, passenger vehicle

sales rose 8.4%, three wheelers 41.5%, two wheelers 13.3%, commercial vehicles marginally by 0.6%.

Passenger vehicles segment led the growth with overall sales touching almost 5 million units including 4.2 million domestic (growth of 8.4%) and 0.7 million exports.

Two wheeler segment continued the recovery path with a handsome growth of 13.3% in domestic sales to almost 18 million units, even though still lower than the earlier peak of 21 million units in 2018-19.

Moving on to exports of vehicles, overall exports remained under stress during the last financial year with sizeable drop in commercial vehicles, two wheelers and three wheelers though passenger vehicles grew marginally. However, good recovery was seen in the last quarter, especially for two-wheelers, indicating better potential for the current year.

Review of Performance

Backed by the demand in the four-wheeler segment, the businesses dependent on this segment did extremely well. Despite the two-wheeler industry volume not reaching the pre-pandemic level, business maintained its market share in key segments. The Company continued to focus in the aftermarket segment benefiting from the two-wheeler population growth. 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.

Door frame & Fine Blanking sales were higher by 8% during 2023-24 and 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. 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. The business is also focused on exploring new products/ technologies for growth in the top line.

5.3. Mobility Business TIs Presence

Mobility segment of the Company comprises of bi-cycles of Standards and Specials including alloy bikes & performance bikes, cycling accessories, bi-cycle components sold as spares and home/semi commercial fitness equipment. Last year the scope of business was expanded by introducing SMART- Spares, Maintenance, Accessories, Recreational and Toddler. Company has also embarked on the export market as a growth lever/strategy.

Industry Scenario

As the subdued performance of the bicycle industry persists in India, theres a noticeable trend towards market consolidation. Consumer demand continued 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 organised players i.e., AICMA (All India Cycle Manufacturers Association) have ventured into launching low priced products in Kids and MTB segments.

During the financial year, the organised trade industry witnessed a marginal growth of 4% as against the previous year. Standards segment grew by 4% and specials segment by about 5% mainly driven by the growth in kids segment.

Over 60% of the countrys 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 organised trade market.

Review of Performance

TI Cycles sold 15 lakh bicycles during the year in trade, which was lower by 13% compared to previous year.

To participate in the growing economy sub-segment, economy products were launched in major categories like Kids and MTB. The thrust on Specials segment was driven through frequent new product launches, product innovations, enhanced digital marketing and superior consumer experience through exclusive retail outlets under the exclusive retail brand Track & Trail and a new concept "Star MBO”- a shop-in-shop experience leveraging multi-brand outlets. During the previous year we have opened 70 such shops.

In 2023-24, 55 new model bicycles were launched and 72 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 2023-24, which was paid on 21^st February 2024 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 2023-24 shall be Rs3.50/- per equity share of Rs1/- each (@350%).

Though the dividend pay-out is in line with the Companys policy on Dividend Distribution, the Company has proposed to conserve cash for the capital expenditure and funding requirements. The said Policy as approved by the Board is uploaded and is available on the following link on the Companys website: https://tiindia.com/dividend-distribution-policy/

7. Share Capital

The paid-up Equity Share Capital of the Company as on 31^st March 2024 was Rs19,34,02,216/- consisting of 19,34,02,216 Equity Shares of the face value of Rs1/- each fully paid up. During the financial year 2023-24, the Company allotted 2,81,140 Equity Shares consequent to exercise of employee stock options.

8. Finance

Cash and Cash Equivalents as at 31^st March 2024 were Rs52 Cr. In addition, Company has investments in Liquid Schemes of Mutual Funds for Rs229 Cr. The Company continues to focus on judicious management of its working capital. The Company has taken many steps during the year to improve the working capital turns. The working capital parameters were kept under strict check through continuous monitoring.

8.1. Non-Convertible Debentures

There are no Non-Convertible Debentures outstanding as on 31^st March 2024.

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 2024.

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 2023-24 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.

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. Shanthi Gears Ltd (SGL)

SGL, a subsidiary of the Company, recorded revenue of Rs536 Cr. in 2023-24 against Rs446 Cr. in the previous year. Profit before tax was Rs110 Cr. (Previous year: Rs90 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 also declared and paid an Interim Dividend of Rs3/- per share for the financial year 2023-24.

9.2. Financiere C10 SAS (FC10)

FC10, the Companys subsidiary in France, recorded consolidated revenue of Euro 40.92 Mn in 2023 (previous year: Euro 38.98 Mn). The profit after tax for the year was Euro 0.80 Mn as compared with the profit after tax of Euro 0.40 Mn. in the previous year. The consolidated results of FC10 include results of its subsidiaries viz., Sedis SAS, Sedis GmbH and Sedis Co Ltd in UK.

9.3. 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 Rs0.05 Cr. (previous year: Rs6 Cr.) and registered Loss before tax of Rs2 Cr. (Previous year: Rs1 Cr.)

9.4. 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 Loss before tax of Rs5 Cr. (Previous year profit before tax: Rs3 Cr.)

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

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

The Company holds 58.05% of CG Powers equity capital.

During the year under review, CG Power recorded consolidated revenue of Rs8,046 Cr. (previous year: Rs6,973 Cr.) and registered consolidated profit before tax of Rs1,137 Cr. (Previous year: Rs950 Cr.).

CG Power has registered an impressive turnaround which only reaffirms the confidence of the Board at the time of acquisition that CG Power would create better value for itself and the Company in the coming years.

CG Power also declared and paid an Interim Dividend of Rs1.30 per share for the financial year 2023-24.

9.6. TI Clean Mobility Private Limited (TICMPL)

TICMPL, a subsidiary of the Company was incorporated in February 2022.

During the year under review, TICMPL recorded Rs123 Cr. as revenue on a standalone basis and registered a loss before tax of Rs98 Cr.

During the year under review, IPLTech Electric Private Limited, a subsidiary of TICMPL, recorded a revenue of Rs33 Cr. and registered a loss before tax of Rs106 Cr.

During the period under review, Jayem Automotives Private Limited, a subsidiary of TICMPL, recorded a revenue of Rs79 Cr. and registered a profit before tax of f7 Cr. from the date of acquisition.

During the period under review, TIVOLT Electric Vehicles Private Limited, a subsidiary of TICMPL recorded a loss before tax of Rs57 Cr. from the date of incorporation.

9.7. Moshine Electronics Private Limited (MEPL)

MEPL, a subsidiary of the Company was acquired in September 2022.

During the year under review, MEPL recorded Rs12 Cr. as revenue and registered a loss before tax of Rs2 Cr.

9.8. X2Fuels and Energy Private Limited (X2Fuels)

X2Fuels, a joint venture company was acquired in February 2023.

During the year under review, Tils share of loss from X2Fuels is Rs0.30 Cr.

9.9. 3xper Innoventure Limited (3xper)

3xper, a subsidiary of the Company was incorporated in May 2023.

During the period under review, 3xper recorded Rs0.03 Cr. as revenue and registered a loss before tax of Rs15 Cr. from the date of incorporation.

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

TiMPL, a subsidiary of the Company was acquired in May 2023.

During the period under review, TiMPL recorded Rs164 Cr. as revenue and registered a profit before tax of Rs22 Cr. from the date of acquisition.

10.4. Financial Ratios

10. Financial Review

10.1. Profits & Profitability

The Profit before Tax and exceptional items has registered a growth by 5%. 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 Companys interest cost during FY 2023-24 was Rs30 Cr. compared to Rs22 Cr. in the previous year. The Company had a net debt of Rs180 Cr. (Net of Cash & Cash Equivalents and investment in mutual funds) as on 31^st March 2024 as compared to Rs69 Cr. as on 31^st March 2023.

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

10.5. Internal Control Systems

Internal 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 scope and authority of the Internal Audit function is derived from the Internal Audit charter duly approved by the Management. 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. Pricewaterhouse Coopers ("PwC”) as Internal Auditors of the Company for the financial years 2023-24 and 2024-25. The Company is seeing benefits from the professional approach and practices 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 Companys Internal Audit function on a periodic basis.

10.6. I nternal Financial Control Systems with reference to the Financial Statements

The Company has complied with the specific requirements of the Companies Act, 2013 which call 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 Companys 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 for also 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 Companys 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 2^nd August 2023, 30^th October 2023 & 22^nd March 2024 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 managements perception.

11.1 Engineering

11.3 Bicycles and Components

11.4 General

12. Corporate Social Responsibility (CSR)

The Company, being part of the Murugappa Group, is known for its tradition of philanthropy and community service. The Companys 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 Companys 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 T11.54 Cr. and had also carried forward an excess balance of T0.26 Cr. After adjustment of the said excess carried forward balance, the net obligation required to be spent during the financial year 2023-24 was T11.28 Cr, against which, the Company spent T5.71 Cr. towards identified CSR projects in the fields of education, health care and community development during the year and transferred T5.63 Cr. to TII Unspent CSR Account towards an ongoing project The Company expects the ongoing project to be completed within the timelines prescribed under the Companies Act, 2013.

The Annual Report on CSR for 2023-24 is annexed to and forms part of this Report (refer Annexure-B) as well as on the Companys website at the following weblink:

13. Corporate Governance

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

The Company was wholly in compliance with the requirements of the Listing Agreement with the Stock Exchanges as well as the 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 Boards 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 Boards 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, whistleblower policy/vigil mechanism, dividend policy etc.

14. Business Responsibility and Sustainability Reporting

As required under the SEBI Listing Regulations which mandate the inclusion of a Business Responsibility and Sustainability Report as part of the Annual Report for the top 1000 listed entities, the 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 Companys 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 Companys 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 were 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 2024 was 3,233.

Industrial relations continued to remain cordial at all the Companys 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. An Internal Complaints Committee ("ICC”) to redress complaints received regarding sexual harassment has been constituted in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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.

No complaints were received by the ICC during the year under review and no complaint was pending as at the end of the year.

17. Employee Stock Option Scheme

During the year under review, the Company had granted 19,480 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 Companys 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 2024, 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 2024 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.

19. Auditors 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 2024-25. Necessary resolution for ratification of their remuneration in respect of the aforesaid terms of appointment for the financial year 2024-25 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 arms 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 Companys 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. V S Radhakrishnan was appointed as an Independent Director for a term of three consecutive years from 5^th July 2023 to 4^th July 2026 (both days inclusive).

Mr. Sanjay Johri ceased to be an Independent Director from the close of business hours on 3^rd August 2023 consequent to the completion of his term of office as an Independent Director. The Board placed on record its grateful appreciation for the distinguished services rendered by Mr. Sanjay Johri during his association as an Independent Director of the Company.

Mr. K R Srinivasan will cease to be a President and Whole Time Director from the close of business hours on 30^th June 2024 consequent to his retirement. The Board places on record its appreciation for the services rendered by Mr. K R Srinivasan during his entire tenure at the Company.

Mr. Mukesh Ahuja, Managing Director retires by rotation at the ensuing Annual General Meeting 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. Mukesh Ahuja 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 2024 and the date of this Report; and

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

23. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. R Sridharan of Messrs R. Sridharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2023-24 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 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 Companys material unlisted subsidiary, TI Clean Mobility Private Limited is annexed to this report (Annexure-F2)

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

Mr. M A M Arunachalam, Executive Chairman, Mr. Vellayan Subbiah, Executive Vice Chairman, Mr. Mukesh Ahuja, Managing Director, Mr. K R Srinivasan, President & Whole-time 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. Mr. S Suresh stepped down as the Company Secretary & Compliance Officer with effect from the close of business hours on 30^th June 2023 and continues to handle other responsibilities in the Company.

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 forms 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 Companys 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.

Chennai 13^th May 2024

On Behalf of Board of Directors

M A M Arunachalam

Executive Chairman DIN: 00202958