The Board of Directors has pleasure in presenting 39^th Annual Report of the Company for FY 2025-26.

Financial Summary

(' in million except otherwise stated)

Highlights of the Company's financial performance for the year ended 31 March, 2026 are as under:

• Highest ever revenue from operations of ' 34,193 million (Consolidated ' 34,780 million) in the financial year 2025-2026, reflecting 8.6% (Consolidated 8.7%) growth over the previous year. This growth was primarily driven by strong export sales reflected by volume growth across geographical locations, while the domestic revenue showed modest growth.

• Profit before tax as a percentage of revenue from operations declined by 2.1% (Consolidated 2%) compared to the previous year, mainly due to increased cost of material consumed, increased depreciation charges and reduction in the other income.

• Earnings Per Share (EPS) '52.96 (Consolidated '55.16) for the financial year ended 31 March, 2026, is 11% (Consolidated 10%) decrease over '59.48 (Consolidated '61.45) for the financial year ended 31 March, 2025 on account of one time adjustments in the previous year.

• While maintaining a debt-free balance sheet and healthy cash reserves, the Company continues to make strategic investments to support future growth. During the year, the Company acquired shares of Timken GGB Technology Private Limited and invested in equity of power producer Company for procurement of electricity from renewable sources. As of 31 March, 2026, the reduction in CWIP was majorly due to Bharuch new plant capitalization. The Company continues with its expansion with investment in the Jamshedpur Rail project.

• Cash flow from operations for the year ended 31 March, 2026 stands at ' 4,374 million (Consolidated ' 4,456 million) as compared to ' 3,873 million (Consolidated ' 3,987 million) for the previous year, an increase of ' 501 million (Consolidated ' 469 million).

Standalone and Consolidated Financial Statements for FY 2025-26 form part of this Annual Report. For a more detailed analysis and explanation of the financial performance, please refer to the Financial Statements Analysis section of the Management Discussion and Analysis.

The Board has approved draft Scheme of Amalgamation involving amalgamation of Timken GGB Technology Private Limited, wholly owned subsidiary with the Company. There is no other reportable event comprising material changes and commitments between the date of financial year end and the date of this report affecting the financial position of the Company. The Board of Directors of the Company did not propose to transfer any amount to reserves during the financial year under review. There was no change in nature of business during the year.

Dividend

The Board of Directors, subject to approval of Members at ensuing Annual General Meeting ('AGM'), has recommended dividend of ' 2.5/- per equity share of ' 10/- each fully paid up for the financial year ended 31 March, 2026. Some changes were made in the Dividend Distribution Policy and revised Policy is available on the website of the Company and can be accessed at https://www.timken.com/en-in/investors/policies/.

Additional factors and parameters were added in the Dividend Distribution Policy for determining dividend payouts which is expected to give more clarity while determining dividend payouts.

Update on New Manufacturing Plants and Capacities

• Bharuch

The Company has set up new manufacturing plant at Bharuch to manufacture Spherical Roller Bearings and Cylindrical Roller Bearings. Commercial production from this facility has started in Q2 2025-26.

The Company is investing approx. ' 38 crores to set up manufacturing line for plain bearings to be sold under brand name of GGB. The Commercial production is expected to start during Q2 of financial year 2026-2027.

• Jamshedpur

The Company is investing approx. ' 120 crores to enhance capacity of bearing components (cup and cone) at rail facility in Jamshedpur. This project is expected to be completed in Q3 2026-2027. Project work is going on as per timelines.

Acquisitions

The Company has acquired 100% shares of Timken GGB Technology Private Limited by paying cash consideration to sellers. Timken GGB Technology Private Limited is now a wholly-owned subsidiary of the Company.

The Company has also acquired approx. 26% shareholding in Sunstreamgreen Energy C&I Three Private Limited to purchase power under group captive scheme.

Aforesaid investments made by the Company are considered as Downstream Investments as per Foreign Exchange Management (NonDebt Instruments) Rules, 2019 (FEMA NDI Rules). The Company has obtained certificate from Statutory Auditors confirming that aforesaid downstream investments are made in compliance with FEMA NDI Rules.

Internal Financial Controls

The Company has established and maintained a robust system of internal financial controls commensurate with the nature, scale and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, compliance with applicable laws and regulations, and the timely preparation of reliable financial information.

The enterprise-wide Risk Management Framework facilitates the systematic identification, assessment, monitoring and mitigation of key business risks.

The adequacy and effectiveness of the internal financial control framework and risk management processes are subject to periodic review through management oversight, internal audits and Audit Committee supervision. Based on such reviews and the assurance received, the Board is satisfied that the Company's internal financial controls were adequate and operating effectively during the financial year under review.

Corporate Governance

Pursuant to Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), Corporate Governance Report along with Compliance Certificate from Practicing Company Secretary is attached as Annexure - I. Details relating to composition of the Board and its Committees along with its meetings held during FY 2025-26 are given in Corporate Governance Report which is attached as Annexure - I. One meeting of the Independent Directors was held on 11 February, 2026 which was attended by all the Independent Directors. The Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel. Declaration regarding compliance with Code of Conduct is attached herewith and forms a part of Annexure - I.

Directors and Key Managerial Personnel

(i) Mr. Sumit Rathor (DIN: 00128517) was appointed as an Independent Director of the Company with effect from 1 October, 2025.

(ii) Dr. Lakshmi Lingam (DIN: 10181197) was re-appointed as an Independent Director of the Company with effect from 1 October, 2025.

(iii) Mr. Ajay Sood (DIN : 03517303) ceased to be an Independent Director of the Company with effect from 1 October, 2025.

(iv) Mr. Sujit Kumar Pattanaik (DIN: 10709015) was appointed as Chief Financial Officer of the Company with effect from 1 April, 2025 and later he was appointed as Whole-time Director of the Company effective 30 September, 2025.

(v) Mr. Soumitra Hazra (DIN: 02293182) was re-appointed as an Independent Director of the Company with effect from 31 May, 2026.

(vi) Mr. Michael Discenza (DIN: 10644441) was appointed as Non- Executive Director of the Company with effect from 15 April, 2026.

(vii) Mr. Avishrant Keshava (DIN : 07292484) ceased to be Chief Financial Officer of the Company with effect from 31 March, 2025. He also ceased to be Whole-time Director of the Company effective 30 September, 2025.

(viii) Mr. Douglas Smith (DIN: 02454618) ceased to be Non- Executive Director of the Company with effect from 15 December, 2025.

Mr. Hansal Patel (DIN: 09607506), Director, will retire by rotation at 39^th AGM and being eligible, offers himself for re-appointment.

Pursuant to Section 203 of the Act, Mr. Sanjay Koul as Managing Director, Mr. Sujit Kumar Pattanaik as Chief Financial Officer and Mr. Mandar Vasmatkar as Company Secretary serve as Whole-time Key Managerial Personnel ('KMP').

The Company has received declaration of independence from all Independent Directors of the Company confirming that he/she has met with the criteria of independence laid down in Section 149 of the Act and Regulation 16 of Listing Regulations. Independent Directors' details have been included in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs ('IICA'). In the opinion of the Board, the Independent Directors possess requisite integrity, expertise and experience.

Formal Annual Evaluation of the Board of Directors, its Committees and individual Directors

The Board has carried out performance evaluation of the Board as a whole, various Committees of the Board and individual Directors based on performance evaluation criteria. Directors have provided feedback in writing to Chairman about the Board as a whole, various Committees and individual Directors.

Further, Independent Directors in their separate meeting held on 11 February, 2026 have evaluated performance of Non-Independent Directors, Chairman and the Board as a whole.

Statutory Audit

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W- 100018), continue to serve as Statutory Auditors of the Company. Reports given by Statutory Auditors on the Financial Statements for FY 2025-26 form part of this Annual Report. Auditors expressed unmodified opinion on Financial Statements for FY 2025-26 in their reports. Their audit reports did not contain any adverse remark or observation. During the year under review, there was no fraud reported by the Auditors to the Audit Committee/Board under Section 143(12) of the Act.

Auditors also provided unmodified opinion on adequacy and operating effectiveness of internal financial controls over financial reporting as at 31 March, 2026.

Cost Audit

In terms of Section 148 of the Act, the Company is required to maintain cost records and have its records audited by the Cost Accountant. The Company has maintained cost records for FY 2025-26 as required under Section 148 of the Act.

The Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s Shome and Banerjee (Firm Registration No. 000001) as Cost Auditors for FY 2026-27. In terms of Section 148 of the Act read with Rules made thereunder, remuneration payable to Cost Auditors is required to be ratified by Members of the Company. Accordingly, appropriate resolution for ratification of remuneration payable to Cost Auditors for FY 2026-27 has been included in the Notice convening 39^th AGM. The Board requests Members to approve/ratify remuneration of Rs. 7,00,000/- (Rupees Seven Lakhs Only) plus applicable taxes and out-of-pocket expenses payable to Cost Auditors for FY 2026-27. The Cost Audit Report of the Company for FY 2024-25 was filed on 21 August, 2025 (within the stipulated due date).

Secretarial Audit

Pursuant to Section 204 of the Act, Mr. Nagarjun Y G, Practicing Company Secretary, has submitted the Secretarial Audit Report which is attached as Annexure - II. Secretarial Audit Report does not contain any adverse remark or qualification.

The Company has complied with norms of applicable Secretarial Standards issued by the Institute of Company Secretaries of India ('ICSI').

Internal Audit

M/s KPMG Assurance and Consulting Services LLP acted as Internal Auditors for FY 2025-26. They conducted periodical audits and submitted their reports to the Audit Committee. Their reports have been reviewed by the Audit Committee.

Related Party Transactions

All related party transactions entered into by the Company during FY 2025-26 are disclosed in the Financial Statements for the year ended 31 March, 2026. All related party transactions entered during FY 2025-26 were in ordinary course of business and at arm's length. There was no related party transaction that had any conflict with the interest of the Company.

Material related party transactions entered during FY 2025-26 are given in Form AOC-2, attached to this Report marked as Annexure - III. It may please be noted that the Company has entered into material related party transactions as approved by the Members under Regulation 23 of Listing Regulations. The Company has considered definition of material related party transactions under the Listing Regulations for reporting material related party transactions in Form AOC-2. For FY 2026-27, the Company anticipates that material related party transactions would be entered with three parties, for which approval is being sought in 39^th AGM. The Audit Committee was provided with all relevant information as required under Industry Standards on minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions (ISF Standards) and the Audit Committee has granted approval for estimated material related party transactions of FY 2026-27.

During the year under review, the Company made no changes in Related Party Transactions Policy. Related Party Transactions Policy is available on the website of the Company at https://www.timken.com/en-in/investors/policies/.

Risk Management

The Board of Directors of the Company has constituted a Risk Management Committee which inter-alia is responsible for assessment of risks, establishment of framework for monitoring risks and developing strategy for mitigation of various risks. Chief Financial Officer serves as Chief Risk Officer of the Company. During the year under review, changes were made in the Risk Management Policy and revised Policy is disclosed on the Company's website at https://www.timken.com/en-in/investors/policies/.

The Company conducted a comprehensive risk review during the year and observed that overall risk profile remained stable, with no major changes identified. The Company has adopted ISO 31000:2018 framework for enterprise risk management.

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility ('CSR') Committee which is responsible for evaluation and implementation of CSR Projects. The Company has spent Rs. 7,85,91,271/- on various CSR Activities during FY 2025-26, including administrative expenses. Further, the Company has transferred Rs. 2,81,00,000/- on account of ongoing projects to Unspent CSR Account. For more details on CSR expenditure during the year under review, please refer Annual Report on CSR Activities attached as Annexure - IV. Details of CSR Projects carried out during FY 2025-26 are also available on the website of the Company at https://www.timken.com/en-in/investors/statutory-compliances/. The Company has adopted CSR Policy and its salient features are as follows:

• Itlays down CSR Philosophy, Vision and Commitment of the Company.

• Itspecifies guidelines for implementation of CSR Projects through CSR Partners including eligibility criteria for CSR Partners.

• Italso lays down roles and responsibilities of the CSR Committee.

In May'25, focus areas of the Company for CSR activities were added in the Policy along with other minor changes and revised CSR Policy is disclosed on the Company's website at https://www.timken.com/en-in/investors/policies/.

Nomination and Remuneration Policy

Based on recommendation of the Nomination and Remuneration Committee, the Board has laid down a Policy inter alia for remuneration of Directors, Senior Management Personnel. The salient features of the Policy are as follows:

• It covers role of the Nomination and Remuneration Committee in line with Section 178 of the Act and Listing Regulations.

• It lays down criteria for determining qualifications, positive attributes, independence and other personal specifications that need to be considered for appointment of a Director.

• It specifies terms and conditions that need to be considered for appointment of Directors and Senior Management Personnel including tenure of appointment, removal and retirement.

• It also lays down parameters for payment of remuneration to Executive Directors, Non- Executive/ Independent Directors and Senior Management Personnel.

During the year under review, no change was made in the Nomination and Remuneration Policy. This Policy is disclosed on the Company's website at https://www.timken.com/en-in/investors/policies/.

Ratio of Remuneration

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, applicable details are given in specified format which is attached as Annexure - V.

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, as amended from time to time, is available on website of the Company at https://www.timken.com/en-in/investors/statutory-compliances/.

The said information will be available on the website upto date of AGM and after that this information will be available for inspection at the Registered Office.

Vigil Mechanism/Whistle Blower Policy

For details, please refer Corporate Governance Report attached as Annexure - I.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are attached to this Report marked as Annexure - VI.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of Listing Regulations, Business Responsibility and Sustainability Report is made available on the website of the Company at https://www.timken.com/en-in/investors/financial-report/. Assurance statement received from TOV SOD South Asia Pvt Ltd, Independent Third Party Assurance Provider, giving reasonable assurance about BRSR Core is attached herewith as Annexure - VII.

Directors' Responsibility Statement

In pursuance of Section 134 (5) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made;

b) 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 and loss of the Company for that period;

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

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

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

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

Annual Return

Annual Return as on 31 March, 2025 filed with the Registrar of Companies and draft Annual Return as on 31 March, 2026 are available on the website of the Company at https://www.timken.com/en-in/investors/statutory-compliances/.

Particulars of Loans, Guarantees or Investments

Particulars about investments made by the Company during the year are disclosed in the Financial Statements. During the year under review, the Company did not give any loans except to its employees as part of the conditions of service. Also, the Company did not give any guarantee or extend any securities in connection with any loan.

Deposits

The Company has not accepted Deposits covered under Chapter V of the Act and Rules framed thereunder.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company does not tolerate discrimination, sexual harassment or any other harassment whether engaged in by management or associates or other individual with whom associates come into contact during work. The Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender. The Company has adopted Anti-Sexual Harassment Policy in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also complied with the aforesaid Act. Said Policy is disclosed on the Company's website at www.timken.com/en-in/investors/policies/. The Company has constituted Internal Committee ('IC') at all locations of the Company and at least half of the total Members of the IC are women. IC redresses complaints received regarding sexual harassment as required by the aforesaid Act.

Below are the details regarding complaints received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2025-26:

• Number of complaints of sexual harassment received in the year : 2

• Number of complaints disposed of during the year : 2

• Number of cases pending for more than 90 days : Nil Maternity Benefits

The Company confirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961. The Company has implemented appropriate policies and procedures to ensure that all eligible women employees are granted the maternity benefits as mandated under the aforesaid Act.

Significant and/or material orders passed by the Regulators

During FY 2025-26, no judicial order was passed which could impact going concern of the Company. It may please be noted that the Company has made disclosures under Regulation 30 of Listing Regulations about orders received from tax or judicial or regulatory authorities, details of which are available on the website of the Company at www.timken.com/en-in/investors/statutorv-compliances/.

Listing with Stock Exchanges

The Company confirms that it has paid annual Listing Fees for FY 2026-27 to National Stock Exchange of India Limited and BSE Limited, where the Company's shares are listed.

Investor Education and Protection Fund

Pursuant to Section 124 of the Act and Rules made thereunder:

(i) The Company has transferred following unclaimed amounts to Investor Education and Protection Fund (IEPF) during FY 2025-26:

(ii) Unpaid dividend for FY 2018-19 relating to the Company is due for transfer to IEPF in the month of September, 2026.

Financial Performance of Associate/Joint Venture Company

The Company does not have Associate or Joint Venture Company. The Company has invested approx Rs 70 lakhs to acquire 26% of equity in Sunstreamgreen Energy C&I Three Private Limited to secure electricity from renewable sources as per Group Captive Scheme. However, the Company does not exercise significant influence over Sunstreamgreen Energy C&I Three Private Limited. Hence, as per Section 2 (6) of the Act, it is not an Associate of the Company.

Financial performance of Subsidiary Company

Timken GGB Technology Private Limited is a wholly owned subsidiary of the Company. Statement containing salient features of the Financial Statements of Timken GGB Technology Private Limited is given in Form AOC - 1 which forms part of Financial Statements. Further, Financial Statements of Timken GGB Technology Private Limited for FY 2025-26 are available at https://www.timken.com/en-in/investors/financial-report/ .

Other Disclosures

Acknowledgment

The Directors take this opportunity to thank Investors, Vendors, Customers and other Stakeholders for their continued support and also appreciate employees for their dedication, commitment and support because of which this performance could have been made possible.