The Directors take pleasure in presenting the
18^th Annual Report together with the audited financial
statements of the Company for the financial year
ended 31^st March 2026.

1. Business Environment

FY 2025-26 began with US Liberation Day
tariff and ended with West Asia Crisis, which
is continuing without an end in sight, causing
considerable strain on global economies.
Global economies are increasingly shaped by
security and geopolitical considerations rather
than multilateral cooperation. Intensifying
geopolitical conflicts, weaponisation of energy
and currencies, increased trade restrictions, and
tightening of export control of critical minerals
were also noticed during the financial year
2025-26. AI led disruption also added further
pressure to an already strained global economy.

The cascading effect of the factors mentioned
above, particularly higher tariffs and retaliatory
measures including restriction on the export
of rare earth materials, impacted multiple
businesses and countries. The continuing tensions
in the West Asia have driven crude oil prices
higher, increasing inflation risks and weighing
on global economic growth in the coming year.
Most of the global currencies depreciated
against US dollar due to a combination of factors.
The bullion, traditionally considered as safe
haven investment, was not immune to changes
in the business environment and experienced
a volatile year, scaling newer peaks followed by
steep corrections.

Indian economy was initially impacted due
to imposition of tariff. However, the resilient
domestic economy, supported by diversification
of export markets, higher private consumption,
increased investments, and timely policy
intervention, enabled it to manoeuvre with
minimal impact. The second-generation tax
reforms introduced during the financial year
2025-26 supported economic recovery and
continue the growth momentum. The domestic
auto industry was among the beneficiaries
of tax cuts introduced in September 2025.
The consumer goods sector also saw growth,

supported by rural demand and the development
of Tier 2 & 3 cities.

India witnessed impressive growth during
the financial year 2025-26, which helped
in minimising the impact of global shocks.
To navigate the tariff induced turbulence,
exporters diversified into alternative markets
and reduced dependence on US as one of the
largest export market. Conclusion of Free Trade
Agreements with multiple economies during the
financial year 2025-26 has expanded the global
opportunities. However, the inward looking
approach to protect the domestic industries
continue to hinder free flow of goods between
countries despite mutual benefits.

As part of the Union Budget, the Government
announced an increase in capital expenditure/
spending to sustain the economic growth.
The inflation remained within the tolerable
range enabling 1% reduction of repo rates
during the financial year 2025-26. Inflation is
expected to test the tolerance band due to higher
crude prices during the financial year 2026-27.
The foreign exchange market is expected to
remain volatile. Goods and Service Tax collection,
a key barometer of economic growth continued
to scale new highs reflecting the robust growth.

Auto industry witnessed an overall growth
during the financial year 2025-26 with transition
to electric vehicles gaining momentum.
EV industry is moving from a niche to main stream
and entering a mass adoption phase. There is a
significant growth potential driven by expansion
of infrastructure and reduction in costs.
Healthcare segment is experiencing a robust
growth with availability of better infrastructure.
High value outsourcing is expected to support
the growth of CDMO segment. Driven by rising
demand for energy efficient technology and
cooling solutions, HVAC (Heating, Ventilation
and Air Conditioning) market is witnessing a
sustained growth.

By leveraging domestic consumption, diversifying
export partnerships, strengthening strategic
self-reliance, integrating small businesses as part
of export/global value chain and transitioning to
innovation led industrial growth will help India
navigate the coming year and continue to remain
as the fastest growing major economy.

3. Performance Overview

During the financial year 2025-26, the Company
has achieved a turnover of '8,072 Cr., registering
a growth of 9% over the previous year. The
Profit before Depreciation, Interest, Exceptional
Items, Tax and Fair Value Gain on CCPS was at
'1,295 Cr. as against '1,168 Cr. in the previous
year. The Profit before Tax was at '1,076 Cr. as
against '955 Cr. in the previous year (excluding
Fair Value Gain on CCPS).

The Engineering segment recorded a revenue
of '5,612 Cr. as compared to '5,029 Cr. in the
previous year, a growth of 12%. The operating
profit before interest and tax stood at '689 Cr. as
compared to '617 Cr. in the previous year.

The Metal Formed Products segment recorded
a revenue of '1,603 Cr. as compared to
'1,565 Cr. in the previous year, a growth of 2%.
The operating profit before interest and tax
stood at '162 Cr. as compared to '161 Cr. in the
previous year.

The Mobility segment recorded a revenue of
'783 Cr. as compared to '671 Cr. in the previous
year, a growth of 17%, inspite of adverse market
conditions. The operating profit before interest
and tax stood at '19 Cr. as compared '5 Cr. in the
previous year, driven by efficiency, cost reduction
measures and focus on exports & adjacencies.

Other businesses segment including Industrial
Chains recorded a revenue of '923 Cr. as
compared to '987 Cr. in the previous year, a
degrowth of 6%. The operating profit before
interest and tax stood at '70 Cr. as compared to
'48 Cr. in the previous year.

4. Other business initiatives4.1. TI Clean Mobility Private Limited

The Company, through its subsidiary
M/s. TI Clean Mobility Private Limited
(“TICMPL”), is focusing on the clean mobility
solutions. TICMPL is pursuing electric
three-wheelers and electric tractors businesses.
During the financial year 2025-26, TICMPL
has consistently ramped up volume of the

electric three-wheelers in the passenger and
the newly introduced commercial segment
under 'Montra Electric' brand. The business
launched an e-rickshaw in passenger segment
during the financial year 2025-26 and entered
the commercial segment through the launch
of Super Cargo, with expansion across
multiple states. During the financial year
2025-26, TICMPL commenced commercial
production and sales of its 27HP electric
tractor across various states. Product
development of 45HP model is in progress and
is undergoing rigorous product testing and
validation processes, both on-field and off-field.
During the financial year 2025-26, M/s. IPLTech
Electric Private Limited (“IPLT”), a subsidiary of
TICMPL, successfully broadened its customer
base by delivering 232 vehicles across different
customers. IPLT expanded its product portfolio
with the launch of the 28T Tipper model and
received the PM E-Drive eligibility certificate for
its 6x4 model. During the financial year 2025-26,
M/s. TIVOLT Electric Vehicles Private Limited
(“TIVOLT”), a subsidiary of TICMPL, marked
several significant achievements. TIVOLT has
already launched 'Eviator', a 3.5T electric small
commercial vehicle at the Bharat Mobility
Global Expo, 2025 and has launched multiple
sub variants under its 3.5T model range during the
financial year 2025-26. The Chinese subsidiary
of TICMPL is helping its businesses by acting
as an interface with the product development
team(s) and facilitate vendor identification &
coordination in line with the requirements.

During the financial year 2025-26, TICMPL
infused additional capital into IPLT and TIVOLT
for meeting the funding requirement for
operating expense, capex & general corporate
purpose. TICMPL also consolidated its holdings
in IPLT by conversion of ICDs to equity and in
TIVOLT by acquisition of shares from the other
shareholder, making TIVOLT a wholly owned
subsidiary.

4.2. TI Medical Private Limited

TI Medical Private Limited (“TI Medical”), a
subsidiary of the Company is engaged in the
medical consumables business. The Company

has joined hands with M/s. PI Opportunity
Fund I Scheme II (“Premji Invest”) in its foray into
the medical consumables business. TI Medical
has a manufacturing facility at Dehradun and
is one of the top manufacturers of surgical
sutures in the country. During the financial year
2025-26, TI Medical has completed the
purchase of Plastic Medical Consumables
(“PMC Business”) along with the immovable
property/manufacturing facility in which the
PMC Business was carried out for consideration
of about '34 Cr. in March 2026.

4.3. 3xper Innoventure Limited

Pursuant to the agreement entered by TII with
Mr. N Govindarajan, M/s. 3xper Innoventure
Limited (“3xper”), a subsidiary for pursuing the
contract development & manufacturing operation
(CDMO) and active pharmaceutical ingredients
business, was incorporated in FY 2023-24.
TII has so far invested '285 Cr. in equity and
preference share capital of 3xper and the same
is being utilized for current running & operations,
establishment of greenfield manufacturing
facility at Naidupet, Andra Pradesh, working
capital and for general corporate purposes.

The scale of operations at its research and
development facility at Chennai picked up
and started delivering projects to global big
pharma and innovator companies. 3xper has a
wholly-owned subsidiary, M/s. 3xper Innoventure
Labs Limited for managing the R&D business.

4.4. Kcaltech System India Private Limited

The Company acquired 67% of the equity
share capital of M/s. Kcaltech System India
Private Limited (“Kcaltech”) in FY 2024-25 for
a consideration of about '62 Cr. Kcaltech is an
established company engaged in the business
of manufacture of aluminium tubes and parts as
used in Heating Ventilation and Air Conditioning
(“HVAC”) applications in automobile segment.
During the financial year 2025-26, Kcaltech
relocated its operations to its own facility at
Thiruthani, where it has expanded capacity in
micro port extrusion tubes and established an
additional facility for round tubes. Kcaltech is
exploring new business opportunities.

5. Business Review - Standalone5.1. Engineering
TI's Presence

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

Industry Scenario

During the financial year 2025-26, the
automotive industry's production volume
grew by 11.8%. Passenger vehicle grew by
9.4%, commercial vehicle grew by 13.1% and
two-wheeler segment grew by 11.8% 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 focused and realized the
increased opportunities in the export market.
The volumes of tubes in the domestic market
grew by 13%, export market by 4% and cold rolled
steel strips business grew by 28% by leveraging
the Nasik facility.

The business continued to drive efficiency
improvement and prudent spending on capital
expenditure on critical growth projects.
The business has setup a Green field plant for
the manufacture of tubes in Phaltan to meet the
market demand in Western region. The business
also increased its capacities for large diameter
tubes to meet the increased market demand.

The business continued to focus 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 functional exposure and growth.

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

5.2. Metal Formed ProductsTI's presence

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

Industry scenario

During the financial year 2025-26, production
of two-wheeler segment grew by 11.8% and
passenger vehicles grew by 9.40%.

During the financial year 2025-26, production
of two-wheeler segment was 26.99 million units
against 23.88 million units in the financial year
2024-25 and production of passenger vehicles
was 5.54 million units against 5.06 million units
in the financial year 2024-25.

During the financial year 2025-26, export of
two wheeler segment was 5.18 million units
against 4.19 million units in the financial year
2024-25.

Review of Performance
Auto Chains:

Sales were higher by 6% year-on-year.
Considering the segmental growth in the
sealed / silent chains, the business invested in
both capacity and capability to participate in
the potential demand emerging in the original
equipment manufacturer (“OEM") and SPD
space.

The secondary market continues to provide
opportunities for growth, and the business
initiated necessary strategic initiatives towards
channel penetration in target segments.

Fine Blanking:

Sales were higher by 8% during the financial
year 2025-26. The focus has been on generating
new businesses from Exports and OEMs/
Tier 1 Suppliers to OEMs through value addition
and cost competitiveness, enabled by deeper
customer engagement, capacity enhancement
through capex, and conversion efficiency
initiatives through LEAN.

Auto Doorframes:

The business managed to hold on to the market
due to good traction seen in four-wheeler
segment. The business continued to gain by
maintaining high quality standards and customer
satisfaction.

Railways:

The Railways business initiated focused actions
including diversification, selective bidding
and RFQ-based engagement to improve
profitability and reduce exposure to low-margin
opportunities.

5.3. Mobility BusinessTI's Presence

Mobility segment comprises of Standards
and Specials bicycles including alloy bikes,
performance bikes, e-Bicycles, cycling
accessories, bi-cycle component spares and
home/semi commercial fitness equipment.
The presence in the SMART business (Spares,
Maintenance, Accessories, Recreational and
Toddler products) was further deepened with
product and channel expansion. The Company
continued its focus in the export market as a
growth lever/strategy.

Industry Scenario

The domestic bicycle industry witnessed marginal
recovery with unorganised players gaining more
volumes.

The Consumer demand continued to be driven
by the MTB and Kids Segments. The increase in
average selling price was driven by input cost
increases.

The AICMA (All India Cycle Manufacturer's
Association) players continued to launch
value-based products in Kids and MTB segments
on a consistent basis to counter the unorganised
players.

During the financial year 2025-26, the organised
trade industry witnessed a marginal decline
of 2% as against the previous year. Standards
segment declined by 7% and specials segment
remained flat mainly maintained by MTB, SLR
and Kids segments.

Review of Performance

TI Cycles of India sold 1.62 million bicycles in
the domestic market during the financial year
2025-26, registering a growth of 10% compared
to the previous year.

The thrust on Specials segment continued
with timely new product launches across all
categories. Digital marketing was leveraged, and
consumer experience was enhanced through
exclusive retail outlets under the retail brand
'Track & Trail' and “Star MBO"- a shop-in-shop
experience leveraging multi-brand outlets.

During the financial year FY 2025-26, 65 new
model bicycles were launched and 20 models
were refreshed. SMART and fitness business
growth are being pursued as future growth
engines.

6. Dividend

The Board of Directors declared an Interim
Dividend of '2/- per equity share of '1/- each
(@200%) for the financial year 2025-26, which
was paid on 25^th February 2026 to all the eligible
members.

The Board recommended '1.50 per equity share
of '1/- 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 2025-26 shall be '3.50 per equity share of
'1/- each (@350%).

The dividend pay-out is in line with the Company's
policy on Dividend Distribution. The Company
has proposed to conserve cash to meet capital
expenditure and funding requirements.

The Dividend Distribution Policy as approved
by the Board is uploaded and is available on
the following link on the Company's website:
https://tiindia.com/wp-content/uploads/2025/03/
Dividend-Distribution-Policy.pdf

7. Share Capital

The paid-up equity share capital of the Company
as on 31^st March 2026 was '19,35,52,869/-
consisting of 19,35,52,869 equity shares of the
face value of '1/- each fully paid up. During the
financial year 2025-26, the Company allotted
58,980 equity shares consequent to exercise of
employee stock options.

8. Finance

Cash and Cash Equivalents as at 31^st March 2026
were '55 Cr. The Company continues to focus on
judicious management of its free cash flow and
net debt. The Company has taken many steps
during the financial year 2025-26 to manage the
free cash flow. Improvement in cash flow resulted
in net surplus of '380 Cr. from net debt of '12 Cr.

8.1. Non-Convertible Debentures

There are no Non-Convertible Debentures
outstanding as on 31^st March 2026.

8.2. Deposits

The Company has not accepted any deposits
under Chapter V of the Companies Act, 2013
(“the Act") and as such no amount of principal and
interest were outstanding as on 31^st March 2026.

8.3. Particulars of Loans, Guarantees and
Investments

The particulars of loans, guarantees and
investments made by the Company during the
financial year 2025-26 as per Section 186 of the
Act are provided below:

The aforesaid loans and investments are in
compliance with Section 186 of the Act 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 No. AOC-1 is annexed to this report
(refer Annexure-A).

Business Review9.1. CG Power and Industrial Solutions Limited
(CG Power)

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

The Company holds 56.29% of CG Power's equity
capital.

During the financial year 2025-26,
CG Power recorded consolidated revenue of
'12,418 Cr. (previous year: '9,909 Cr.) and
registered consolidated profit before tax of
'1,626 Cr. (previous year: profit before tax of
'1,348 Cr.).

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

CG Power declared and paid an Interim Dividend
of '1.30 per share for the financial year 2025-26.

9.2. TI Clean Mobility Private Limited (TICMPL)

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

During the financial year 2025-26, TICMPL
recorded a revenue of '248 Cr. (previous year:
'274 Cr.) on a standalone basis and registered
a loss before tax of '264 Cr. (previous year: loss
before tax of '122 Cr.).

During the financial year 2025-26, M/s. IPLTech
Electric Private Limited, a subsidiary of TICMPL,
recorded a revenue of '227 Cr. (previous year:
'183 Cr.) and registered a loss before tax of
'223 Cr. (previous year: loss before tax of
'180 Cr.).

During the financial year 2025-26, M/s. TIVOLT
Electric Vehicles Private Limited, a wholly owned
subsidiary of TICMPL, recorded a revenue of
'117 Cr. (previous year: '5 Cr.) and registered
a loss before tax of '150 Cr. (previous year: loss
before tax of '87 Cr.).

During the financial year 2025-26, M/s. Jayem
Automotives Private Limited, a subsidiary
of TICMPL, recorded a revenue of '126 Cr.
(previous year: '95 Cr.) and registered a loss
before tax of '16 Cr. (previous year: profit before
tax of '21 Cr.).

During the year 2025 M/s. TICMPL Technology
(Shenzhen) Co Limited, a subsidiary of TICMPL,
recorded a revenue of CNY 3.75 Cr. (previous
year: CNY 1.45 Cr.) and registered a profit before
tax of CNY 0.34 Cr. (previous year: profit before
tax of CNY 0.12 Cr.).

9.3. Shanthi Gears Limited (SGL)

SGL is a subsidiary of the Company acquired in
2012. The Company holds 70.46% of SGLs equity
capital.

During the financial year 2025-26, SGL recorded
a revenue of '519 Cr. (previous year: '605 Cr.)
and registered a profit before tax of '103 Cr.
(previous year: '130 Cr.).

SGL paid an Interim Dividend of '3/- per share
and recommended a Final Dividend of '2/- per
share for the financial year 2025-26.

9.4. TI Medical Private Limited (TIMPL)

TIMPL, a subsidiary in which the Company holds
67% of equity share capital, was acquired in May
2023.

During the financial year 2025-26, TIMPL
recorded a revenue of '210 Cr. (previous year:
'195 Cr.) and registered a profit before tax
of '14 Cr. (previous year: profit before tax of
'13 Cr.).

9.5. 3xper Innoventure Limited (3xper)

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

During the financial year 2025-26, 3xper

recorded a revenue of '1 Cr. (previous year:
'4 Cr.) and registered a loss before tax of
'43 Cr. (previous year: loss before tax of '34 Cr.).

During the financial year 2025-26, 3xper

Innoventure Labs Limited, a wholly owned
subsidiary of 3xper recorded a revenue of
'14 Cr. (previous year: '2 Cr.) and registered
a loss before tax of '17 Cr. (previous year: loss
before tax of '9 Cr.).

9.6. Financiere C10 SAS (FC10)

FC10, a subsidiary in France, in which the
Company holds 95% of the capital recorded
consolidated revenue of Euro 37.48 Mn in 2025
(previous year: Euro 39.81 Mn). The loss before
tax for the year was Euro 0.61 Mn (previous
year: profit before tax of Euro 1.41 Mn).
The consolidated results of FC10 include results
of its subsidiaries viz., Sedis SAS, Sedis GmbH and
Sedis Co Ltd in UK.

9.7. Great Cycles (Private) Limited (GCPL)

GCPL is a subsidiary of the Company in
Sri Lanka. The Company holds 80% of GCPL's
equity capital. During the financial year
2025-26, GCPL recorded a revenue of
LKR 0.75 Cr. (previous year: LKR 0.33 Cr.) and
registered profit before tax of LKR 1.13 Cr.
(previous year: loss before tax of LKR 2.51 Cr.).

9.8. Creative Cycles (Private) Limited (CCPL)

CCPL is a subsidiary of the Company in
Sri Lanka. The Company holds 80% of
CCPL's equity capital. During the financial
year 2025-26, CCPL recorded a revenue of
LKR 2.59 Cr. (previous year: LKR 2.65 Cr.) and
registered a profit before tax of LKR 3.01 Cr.
(previous year: profit before tax of LKR 3.87 Cr.).

9.9. Moshine Electronics Private Limited (MEPL)

During the financial year 2025-26, MEPL
recorded a total income of '0.15 Cr. (previous
year: '3 Cr.) and registered a loss before tax of
'0.16 Cr. (previous year: loss before tax of '4 Cr.).

9.10. Kcaltech System India Private Limited
(Kcaltech)

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

During the financial year 2025-26, Kcaltech
recorded a revenue of '124 Cr. (previous
year from the date of acquisition: '15 Cr.) and
registered a loss before tax of '6.88 Cr. (previous

year from the date of acquisition: loss before tax
of '0.37 Cr.).

9.11. X2Fuels and Energy Private Limited (X2Fuels)

During the financial year 2025-26, TII's share of
loss from X2Fules, a joint venture company, was
'0.34 Cr. (previous year: share of loss '0.43 Cr.).

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

TICL was incorporated in 2024 as a joint venture
company for licensing “BSA" trademarks to
enable M/s. Classic Legends Private Limited for
the manufacture and/or sale of motorcycles,
parts and accessories in India.

TII's share of loss from the joint venture in the
financial year 2025-26 is '0.02 Cr. (previous
year: share of profit is '0.05 Cr.).

10. Financial Review10.1. Profits & Profitability

The Profit before Tax and fair value gain on CCPS
is '1,076 Cr. All the business segments of the
Company maintained their focus on servicing
customers, improving efficiencies, controlling
working capital and reducing resources employed
in the business.

10.2. Capital Expenditure

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

10.3.Interest Cost

The Company's interest cost during the financial
year 2025-26 was '8 Cr. compared to '25 Cr. in
the previous year. The Company had a net surplus
of '380 Cr. (Net of Cash & Cash Equivalents and
investment in mutual funds) as on 31^st March
2026 as compared to net debt of '12 Cr. as on
31^st March 2025.

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 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 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. M/s. PricewaterhouseCoopers
Services LLP were the Internal Auditors of
the Company for FY 2025-26. The Board, on
recommendation of the Audit Committee,

appointed M/s. Protiviti India Member Private
Limited as Internal Auditors of the Company
for the financial years 2026-27 and 2027-28.
The Company is seeing benefits from the
professional approach and practises adopted by
the said Internal Auditors.

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

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

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

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

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

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

The Company's business processes are enabled
by an Enterprise-wide Resource Platform (ERP) as
its core IT system. The operating management is
not only responsible for revenue and profitability,
but 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 Company's business processes are
enabled by the ERP for monitoring and reporting
processes resulting in financial discipline and
accountability.

11. Enterprise Risk Analysis and Management

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

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

During the financial year 2025-26, the Risk
Management Committee met on 30^th July 2025,
5^th November 2025 & 20^th March 2026 and
reviewed the risks and mitigation plans of the
divisions.

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

12. Corporate Social Responsibility (CSR)

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

As per the provisions of the Act, the Company
was required to spend '14.31 Cr. after adjusting
for excess amount spent in the previous year of
'1.70 Cr. The Company had spent '14.80 Cr.
against the requirement of '14.31 Cr. towards
identified CSR projects in the fields of education,
sports, healthcare, employment enhancing
vocational skills and environment sustainability
during the financial year 2025-26.

The Annual Report on CSR for 2025-26 is
annexed to and forms part of this Report
(refer Annexure-B) as well as on the Company's
website at the following weblink:https://tiindia.
com/csr-budget-and-spend-details/

13. Corporate Governance

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

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

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

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

14. Human Resources

The theme “One TII - Many possibilities - Ample
opportunities" underscores TII's commitment to
build an engaged and scalable workforce aligned
with its strategic goals. This is achieved by
fostering an environment where employees are
empowered, future-ready, and closely connected
to business priorities. Through structured
initiatives that promote a positive work culture,
enhance employee engagement, and encourage
continuous learning and development, TII
ensures strong alignment with organizational
goals and supports sustained long-term growth.

Talent development remains a priority, being
driven through the Talent Development Engine

(TDE), strengthening leadership and succession
readiness. During the financial year 2025-26,
28% of employees participated in development
programs, supported by TII's Learning &
Development centre (IIIC) and partnerships with
premier institutions such as IIM Ahmedabad,
Great Lakes Institute of Management, and
NMIMS Mumbai. TDE continues to build a
robust people capability architecture, enabling
sustainable growth and leadership continuity.

Employee Engagement survey conducted in June
2025 captured critical insights into workforce
sentiment leading to structured communication
platforms and targeted action plans across
organizational, business, and managerial levels.
Business leaders and managers played a key role
in driving these initiatives through a coordinated
approach.

TII has institutionalised Lean (Kaizen)
practices guided by Japanese consultants, to
drive operational excellence through waste
elimination, efficiency improvement, and
creating seamless process flow. During the
financial year 2025-26, Kaizen workshops were
conducted focussing on improving productivity,
quality, and lead time by reducing losses which
have strengthened a culture of continuous
improvement.

TII remains committed to enhancing Kaizen
capabilities through structured approach at all
levels, with continued focus on improving Quality,
Productivity (availability rate improvement
by reducing losses such as change over time,
tool & equipment failure, operational losses) &
improving working capital.

TII continues to advance its HR digitisation
journey to enhance efficiency, transparency,
and employee experience. Digital platforms
like Human Resource Management System
(TIHR4U), Learning Management System (LMS),
attendance management system and compliance
monitoring system have been leveraged
to streamline key HR processes including
recruitment, on-boarding, learning, performance
management, travel management, attendance
management system and HR compliances.

Automation of routine HR operations has
improved process efficiency, reduced turnaround
time, and enhanced accuracy. Additionally,
analytics-driven insights are increasingly being
used to support workforce planning, talent
management, and leadership development.
TII remains committed to further strengthening
its digital HR ecosystem, with a focus on
improving agility, scalability, and overall
employee experience.

The company has a strong communication
process that ensures clear, consistent, and
transparent exchange of information across all
levels. This includes business updates, initiatives
undertaken by the business, periodic employee
welfare programs and updates on new policies.

New Business Support - Human Resources plays
a pivotal role in supporting the launch and growth
of new businesses ventures. By attracting and
recruiting the right talent, effectively managing
the onboarding process, and cultivating a
positive and engaging work environment,
HR helps establish a strong organizational
foundation thereby enabling the new businesses
to scale efficiently, adapt quickly, and thrive
in a competitive industry landscape. The total
number of permanent employees on the rolls of
the Company as on 31^st March 2026 is 3,153.

Industrial relations continued to remain cordial
at all the Company's units during the financial
year 2025-26.

The information relating to employees and
other particulars required under Section 197
of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 will be provided upon
request. In terms of Section 136 of the Act,
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 ensuing 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-D).

15. 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 and Redressal) Act, 2013 (“POSH
Act"). Internal Complaints Committee (“ICC")
to redress complaints received regarding sexual
harassment has been constituted in compliance
with the requirements of the POSH Act.
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.

During the financial year 2025-26, no complaints
were received under the POSH Act. The details
relating to complaints under the POSH Act are
provided below:

(a) Number of complaints of sexual harassment
received in the year - Nil

(b) Number of complaints disposed off during
the year - Nil

(c) Number of cases pending for more than
ninety days - NA

16. Compliance Under Maternity Benefits Act,
1961

The Company has duly complied with the
applicable provisions relating to Maternity
Benefits Act, 1961/ Code of Social Security,
2020.

17. Employee Stock Option Scheme

During the financial year 2025-26, the Company
had granted 6,68,920 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 Act.

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

18. Directors' Responsibility Statement

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

a) that in the preparation of the annual
accounts for the year ended 31^st March
2026, 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 the financial
year ended 31^st March 2026 and of the
profit of the Company for the financial 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 Act 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. AuditorsStatutory 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. The Statutory Auditor's
report does not contain any qualification.

In view of the completion of tenure of
M/s. S R Batliboi & Associates LLP, Chartered
Accountants at the ensuing Annual General
Meeting, the Board ofDirectorsat itsmeetingheld
on 29^th June 2026 recommended appointment of
M/s. Price Waterhouse Chartered Accountants
LLP (Firm Registration No. 012754N/N500016)
as Statutory Auditors of the Company foraterm of
five years, viz., from the conclusion of the ensuing
18^th Annual General Meeting to the conclusion
of the 23^nd Annual General Meeting, after
taking into consideration the recommendation
of the Audit Committee. Accordingly,
necessary resolution on appointment of
M/s. Price Waterhouse Chartered Accountants
LLP (Firm Registration No. 012754N/N500016)
as Statutory Auditors of the Company for a
term of five years, forms part of the Notice for
the ensuing Annual General Meeting, which the
Board recommends for the Members' approval.

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., Cost Accountants
(Firm Registration No.000007), 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 2026-27. Necessary resolution for
ratification of their remuneration in respect of the
aforesaid terms of appointment for the financial
year 2026-27 forms part of the Notice for the
ensuing Annual General Meeting, which the
Board recommends for the Members' approval.
M/s. S Mahadevan & Co., Cost Accountants (Firm
Registration No.000007), were appointed as the
Cost Auditors of the Company for the financial
year 2025-26.

20. Related Party Transactions

All related party transactions that were entered
into during the financial year 2025-26 were on
an arm's length basis and were in the ordinary
course of business.

The Company did not enter into any materially
significant related party contracts or
arrangements or transactions during the financial
year 2025-26 which may have a potential
conflict with the interest of the Company at
large or which is required to be reported in
Form No. AOC-2 in terms of Section 134(3) (h)
read with Section 188 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014.

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

The policy on Related Party Transactions as
approved by the Board is uploaded and is available
on the following link on the Company's website:
https://tiindia.com/wp-content/uploads/2025/12/
Related-Party-Transactions-Policy.pdf

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

21. Directors

During the financial year 2025-26, the following
key Board level changes were effected.

Mr. Vellayan Subbiah (DIN:01138759) was
designated as the Non-Executive Vice Chairman
of the Company with effect from 1^st April 2025.

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

Ms. Shelina Pranav Parikh (DIN:00468199)
was appointed as an Additional Director and
Independent Director by the Board, after taking
into consideration the recommendation of the
Nomination and Remuneration Committee of the
Company, on 15^th May 2025 for a term of three
(3) consecutive years, which was subsequently
approved by the Members of the Company at
the 17^th Annual General Meeting of the Company
held on 1^st August 2025.

Mr. Anand Kumar (DlN:00818724) was
reappointed as an Independent Director of
the Company, for the second term of five (5)
consecutive years, from 24^th March 2026 to
23^rd March 2031 (both days inclusive), based
on the recommendation of the Nomination and
Remuneration Committee, which was approved
by the Members of the Company through Postal
Ballot on 19^th March 2026.

Mr. V S Radhakrishnan (DlN:08064705) was
reappointed as an Independent Director
of the Company, for the second term of
five (5) consecutive years, from 5^th July 2026
to 4^th July 2031 (both days inclusive), based on
the recommendation of the Nomination and
Remuneration Committee, which was approved
by the Members of the Company through Postal
Ballot on 19^th March 2026.

Mr. Vellayan Subbiah, Vice Chairman, retires
by rotation at the ensuing Annual General

Meeting to facilitate the compliance with the
requirements of Section 152 of the Act and being
eligible, he offers himself for reappointment.
The Board, based on and after taking into
consideration the recommendation of the
Nomination and Remuneration Committee,
recommends the reappointment of Mr. Vellayan
Subbiah as Director, liable to retire by rotation at
the ensuing Annual General Meeting.

All the Independent Directors of the Company
have furnished the necessary declaration in
terms of Section 149(7) of the Act and Regulation
25(8) of the SEBI Listing Regulations affirming
that they meet the criteria of independence
as stipulated in Section 149(6) of the Act
and Regulations 16(1)(b) of the SEBI Listing
Regulations and they are not aware of any
circumstance or situation, which exist or may
be reasonably anticipated, that could impair or
impact his/ her ability to discharge his/her duties
with an objective independent judgment and
without any external influence. 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 financial year 2025-26:

- 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 2026 and
the date of this Report; and

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

23. Secretarial Audit

During the financial year 2025-26, pursuant
to the provisions of Section 204 of the Act, the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI Listing Regulations,
the Members at their 17^th Annual General
Meeting held on 1^st August 2025, on
recommendation of the Board, approved the
appointment of Messrs. Sridharan & Sridharan
Associates, peer reviewed firm of Company
Secretaries in Practice (Firm Registration
Number P2022TN093500), as the Secretarial
Auditors of the Company, for a period of five
consecutive years commencing from FY 2025-26
till FY 2029-30.

The Secretarial Audit Report for the FY 2025-26
is annexed herewith and forms part of this Report
(refer Annexure-El). 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 their said Report.

Further, in terms of the requirements under the
SEBI Listing Regulations, the Secretarial Audit
Report of the Company's material unlisted
subsidiary, M/s. TI Clean Mobility Private Limited
is annexed to this report (refer Annexure-E2).

24. Annual Return

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

25. Key Managerial Personnel

As on 31^st March 2026, Mr. M A M Arunachalam,
Executive Chairman, Mr. Mukesh Ahuja,
Managing Director, Mr. AN Meyyappan,
Chief Financial Officer and Ms. S. Krithika,
Company Secretary are the Key Managerial
Personnel (KMPs) of the Company as per Section
203 of the Act.

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 Act read with Rule 8 of
The Companies (Accounts) Rules, 2014 is
annexed herewith and part of this Report
(refer Annexure-F).

27. 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 based on market capitalization,
the Business Responsibility and Sustainability
Report forms part of the Annual Report
(refer Annexure- G).

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

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

28. Acknowledgment

The Directors thank all Customers, Vendors,
Financial Institutions, Banks, Central & State
Governments, Investors for their continued
support to the Company's performance and
growth. The Directors also wish to place on
record their appreciation of the contribution
made by all the employees of the Company
resulting in the good performance during the
financial year 2025-26.

On behalf of the BoardM A M Arunachalam

Chennai Executive Chairman

29^th June 2026 DIN:00202958