About Tube Investments of India Ltd

Tube Investments of India Limited was originally incorporated as TI Financial Holdings Limited on 6th October 2008 under the Companies Act, 1956, as a wholly owned subsidiary of erstwhile Tube Investments of India Limited (Demerged Company). Pursuant to the Scheme of Arrangement approved by NCLT, the Manufacturing Business Undertaking of the Demerged Company was vested in/transferred to the Company with effect from 1st August 2017, being the appointed date, 1st April 2016 and the name of the Company was changed to 'Tube Investments of India Limited'. The Company operate manufacturing plants across the country and has 4 product segments, Engineering, Metal Formed Products, Gear and Gear Products and Mobility. During FY 2017, Shanthi Gears Ltd (SGL), a subsidiary of the company, renewed its focus on re-establishing itself in the market and gaining new customers. TI Tsubamex Private Limited' (TTPL) focus during the year was in setting up the manufacturing system and establishing a vendor base for supply of castings with rough machining. Tube Investments invested an aggregate Rs.10 Cr. in the equity share capital of TI Absolute Concepts Private Limited (TIACPL), with the joint venture partner also making an equal contribution as envisaged under the Joint Venture Agreement. The Company's Large Diameter Tube manufacturing plant got stabilized during the FY 2017. The Company continues to invest in facilities with a view to servicing its customers in a more timely and efficient manner, modernizing its assets and aims to be the best in class. The new green-field bicycle plant at Punjab with a production capacity of 2,50,000 bicycles per month was inaugurated during the year. The Company also started construction of a new plant in Rajpura, Punjab to manufacture precision tubes. During FY 2017-18, TTPL completed and delivered varied projects for different auto OEMs and their Tier 1 suppliers. The highlight was delivery of skin panel dies for an auto major's new project. The company was able to attract, recruit and train tool & die engineers from reputed polytechnics such as Nettur Technical Training Foundation (NTTF) and Murugappa Polytechnic. During FY 2018, the Company had invested in the aggregate Rs. 3.75 Cr. in the equity share capital of TIACPL, with the joint venture partner also making an equal contribution as envisaged under the Joint Venture Agreement. The Company presently holds 50% of TIACPL's equity capital. Ciclo Cafes operated by TIACPL are functioning at Kotturpuram (Chennai), Hyderabad and Bengaluru. Further, consequent to the demerger, sanctioned by the National Company Law Tribunal, Chennai vide its Order dated 17th July, 2017 and effective 1st April 2016, the Appointed Date under the Scheme of Arrangement (Demerger), Cholamandalam Investment and Finance Company Limited ceased to be an Associate of the Company, Cholamandalam MS General Insurance Company Limited ceased to be subsidiary of the Company and Cholamandalam MS Risk Services Limited ceased to be the Joint Venture of the Company. The Company established a Global Depository Receipts ('GDR') Programme by executing a Depository Agreement on 29th January, 2018 with Bank of New York Mellon, New York, USA ('BNYM') pursuant to which BNYM acts as the Depository for the GDRs issued in respect of 42,23,460 (representing 2.25% of the Company's paid up capital) underlying equity shares of the Company allotted pursuant to the Scheme of Arrangement for Demerger between TI Financial Holdings Limited (formerly Tube Investments of India Limited - Demerged Company) and the Company (the Resulting Company). On 9 March 2018, the Group acquired 80% shares in Great Cycles (Private) Limited and Creative Cycles (Private) Limited, bicycle and component manufacturing companies based out of Sri Lanka for a consideration of Rs.16.98 Cr. (USD 2.61 Million) and Rs.6.47 Cr. (USD 0.99 Million) respectively and accounted a capital reserve of Rs.0.38 Cr. The acquisition is part of the Group strategy for securing the backend supply chain in the mass premium and super premium segments of its bicycles business. In 2017-18, 67 new model bicycles were launched and 60 old models were refreshed, contributing to 41% of the turnover from such new products and refreshes. Multiple innovations were introduced for the first time in the industry, notable among them being the Anti-Slip Chain and a range of ergonomic handlebars. In FY 2019-20, 70 new model bicycles were launched, and 53 older models were refreshed. In FY 2020-21, new plant for manufacturing Opto Electronic Products and Solutions at Sri City, in Andhra Pradesh, became operational during the year. The business commenced supplies of optic solution products for Automated Driver Assisted Systems in new generation cars, to overseas customers. It acquired controlling interest in M/s. CG Power and Industrial Solutions Limited and took over its business. In 2020-21, 43 new model bicycles were launched, and 54 older models were refreshed. In FY 2021- 22, Company formed a wholly-owned subsidiary, TI Clean Mobility Private Limited (TICMPL) on 12th February 2022 and acquired 69.95% stake in Cellestial E- Mobility Private Limited, a manufacturer of Electric Tractors. The assets of three-wheeler electric vehicle business were moved from the Company to TICMPL. Further, another new Company viz., M/s. Cellestial E-Trac Private Limited was incorporated as a wholly owned subsidiary on 25th February 2022. In 2021-22, 66 new model bicycles were launched, and 23 models were refreshed. It invested stake in M/s. Aerostrovilos Energy Private Limited (AEPL), a Chennai based start-up engaged in development of micro-gas turbine technology and became an associate Company with effect from 24th November 2021. During 2022-23, the Company acquired remaining 30.04% equity shares on 27th January 2023, making it a wholly-owned subsidiary of the Company. Thereafter, the Company acquired 33,61,902 equity shares representing 67% of the share capital for about Rs 233 Cr. and Premji Invest acquired 16,55,862 equity shares representing 33% of the share capital for about Rs 115 Cr. on 10th May 2023. The Company acquired 20,66,628 equity shares representing 76% of the share capital of M/s. Moshine Electronics Private Limited on 23rd September 2022. In 2022-23, 49 new model bicycles were launched, and 55 models were refreshed. 20+ new bicycle models were launched across the segments - City, MTB, Kids and Kits. The Company acquired 65.2% stake in IPLTech Electric Private Limited (IPLTech) a manufacturer of E-M&HCV.

Tube Investments of India Ltd Chairman Speech

Dear Shareholders,

It is indeed a pleasure to share with you the performance of your Company for FY 2021-22.

It was another significantly different year which was marked by multiple challenges. A year, which tested the resilience and ingenuity of Team TII, to navigate adverse landscapes and to forge ahead stronger - to explore new frontiers.

The year was marked by the Company building a portfolio of differentiated, import-substitute products, deepening its customer engagement, expanding its market presence across new geographies, strengthening its manufacturing capabilities and recording a creditable performance.

Global Economy

The year saw the emergence of a VUCA (Volatility, Uncertainty, Complexity & Ambiguity) world which threw many surprises, re-framed many paradigms. The resilient revival of the global market with the receding of the pandemic was negated by the surging second wave of the virus and its toll on economies and human lives across the world. The period of respite that followed the waning of the virus was again shattered with the emergence of the Omicron variant, though fortunately less virulent. The geopolitical tensions which exacerbated by the escalation of hostilities between Russia and Ukraine changed the global growth narrative, with supply chain disruptions halting production lines, rising raw material, commodity and fuel prices triggering inflationary pressures on stressed economies, and tightening of financial channels creating market mayhem.

Global GDP decelerated from 6.1% in 2021 and is estimated to plateau at 3.2% in both 2022 and 2023, leading to ‘stagflation', or a period of stagnation and inflation.

Indian Economy

The Indian Economy was also adversely impacted with a slowdown in investments and industrial growth, muted customer demand and rural offtake, low traction in contact-sensitive services and closure of small businesses leading to loss of livelihoods.

The revival of the economy in the second quarter of the year with the resumption of operations and uptick in investments and consumption saw a setback with the emergence of the Omicron variant, the surging fuel and commodity prices and inflationary pressures denting growth.

Reserve Bank of India has pegged India's GDP growth at 8.9% for 2021-22 while revising its earlier estimate from 7.8% to 7.2% for 2022-23.

On the positive front, key economic indicators reflect the revival and resilience of the Indian economy showing a rebound on the back of supportive Government policies. The ambitious roadmap outlined in the Union Budget 2022-23 for India's economic growth entering ‘Amrit Kaal' augurs well for the Auto and Auto ancillary industries and for sustained economic growth - the ‘Gati Shakthi' programme with large outlays in rail, road, mass transport and logistics infrastructure, the rural development programmes to enhance farmer prosperity, productivity incentivisation programmes, and sunrise opportunities in energy transition and climate action.

At TII, each of the businesses has mapped out strategies to explore the potential of this growth opportunity.

The automotive component industry in India in FY 2021-22 according to ACMA (Automotive Component Manufacturers Association of India), witnessed robust growth, representing a 66% increase from April to September, 2021, compared to the previous year. Component sales to OEMs in the domestic market grew by 76% while the Aftermarket increased by 25%. Exports also recorded a significant increase of 76%. Auto component exports are expected to grow at 23.9% annually to reach US$ 80 Bn by 2026.

The resurgence in demand for vehicles was however hampered by supply constraints of semiconductors, rising input and logistics costs and non-availability of containers. ACMA had estimated a revenue loss of `1,000 crore due to chip shortage by the end of the financial year 2021-22.

At TII, each of the businesses countered the challenges of the volatility in the market and spiralling raw material costs, with internal efficiencies, customer co-partnering, new product development and process optimization. As part of capability building, a new Tube Mill was commissioned at Chennai and an Assembly facility for Auto Chains at Aurangabad.

The Company also embarked on its Lean Manufacturing journey during the year.

We have over the years shared our vision of a clear growth plan for TII through the TI-1, TI-2 and TI-3 strategies. One such strategic step-out was the acquisition of CG Power and Industrial Solutions Ltd (CG Power) in fiscal 2021. After the first full year of operations under the new TII Management, CG Power has seen a complete operational and financial turnaround achieving a turnover of `5,159 crores with a PBT (before exceptional items) of `502 crores.

One of the growth engines that we identified was clean mobility and we have incorporated a wholly owned subsidiary viz., TI Clean Mobility Private Limited (TICMPL) to pursue and engage in clean mobility and in the Electric three-wheeler space.

During the year, TI Clean Mobility Private Limited (TICMPL) acquired a 70% stake in Cellestial E-Mobility Private Limited, a manufacturer of Electric Tractors, as part of the Clean Mobility alignment. This augurs well with our plans to look at growth avenues.

We have also decided to foray into newer businesses in Medical Devices and Electronics in the near future.

I strongly believe that TII as an organisation has immense possibilities for greater growth. The Company will continue to leverage its strength and market leadership, and going forward work on collaborative ventures with its subsidiaries for greater efficiency gains.

In our journey for greater growth, our people force has been a great asset. Goal-driven teams across the Company have demonstrated great resilience and passion to take forward the blueprint of a new future.

I would like to congratulate Vellayan Subbiah as he takes on the mantle of Executive Vice Chairman of TII. I am sure his visionary leadership will take TII to the next quantum leap in growth.

Mukesh Ahuja has joined the Board as Managing Director. Over the years at TII he has managed different roles and positions, across multiple functions, including as President - Engineering business. We believe his experience will enrich the Company greatly as he transitions to his new role.

Two new members were inducted to the Board as Independent Directors during the year. Ms. Sasikala Varadachari who joined the Board in June 2021 brings with her over four decades of rich experience in banking and financial services. Mr. Tejpreet Singh Chopra who was appointed to the Board in March 2022 has multi-industry experience, steering large companies such as GE Electric and serving on the board of various companies.

Ms. Madhu Dubhashi, Director, retired in August 2021. We at the Board thank her for her valuable services and contribution as a senior member of the Board.

Mr. Mahesh Chhabria, Director of the Company, resigned during the year. The Board places on record its appreciation of the distinguished services rendered by him during his term.

I thank the Members of the Board who continue to be a source of support and encouragement to me and to the management team. I also take this opportunity to express my gratitude to all of you, our customers, stakeholders, bankers, and suppliers for your continued support. Last but not the least, I would like to express my sincere appreciation and thanks to all our shareholders for their continued support and trust reposed in us.

This is truly an exciting time to be part of TII as it takes the steps to explore new frontiers to become a globally admired Company.

Tube Investments of India Ltd Company History

Tube Investments of India Limited was originally incorporated as TI Financial Holdings Limited on 6th October 2008 under the Companies Act, 1956, as a wholly owned subsidiary of erstwhile Tube Investments of India Limited (Demerged Company). Pursuant to the Scheme of Arrangement approved by NCLT, the Manufacturing Business Undertaking of the Demerged Company was vested in/transferred to the Company with effect from 1st August 2017, being the appointed date, 1st April 2016 and the name of the Company was changed to 'Tube Investments of India Limited'. The Company operate manufacturing plants across the country and has 4 product segments, Engineering, Metal Formed Products, Gear and Gear Products and Mobility. During FY 2017, Shanthi Gears Ltd (SGL), a subsidiary of the company, renewed its focus on re-establishing itself in the market and gaining new customers. TI Tsubamex Private Limited' (TTPL) focus during the year was in setting up the manufacturing system and establishing a vendor base for supply of castings with rough machining. Tube Investments invested an aggregate Rs.10 Cr. in the equity share capital of TI Absolute Concepts Private Limited (TIACPL), with the joint venture partner also making an equal contribution as envisaged under the Joint Venture Agreement. The Company's Large Diameter Tube manufacturing plant got stabilized during the FY 2017. The Company continues to invest in facilities with a view to servicing its customers in a more timely and efficient manner, modernizing its assets and aims to be the best in class. The new green-field bicycle plant at Punjab with a production capacity of 2,50,000 bicycles per month was inaugurated during the year. The Company also started construction of a new plant in Rajpura, Punjab to manufacture precision tubes. During FY 2017-18, TTPL completed and delivered varied projects for different auto OEMs and their Tier 1 suppliers. The highlight was delivery of skin panel dies for an auto major's new project. The company was able to attract, recruit and train tool & die engineers from reputed polytechnics such as Nettur Technical Training Foundation (NTTF) and Murugappa Polytechnic. During FY 2018, the Company had invested in the aggregate Rs. 3.75 Cr. in the equity share capital of TIACPL, with the joint venture partner also making an equal contribution as envisaged under the Joint Venture Agreement. The Company presently holds 50% of TIACPL's equity capital. Ciclo Cafes operated by TIACPL are functioning at Kotturpuram (Chennai), Hyderabad and Bengaluru. Further, consequent to the demerger, sanctioned by the National Company Law Tribunal, Chennai vide its Order dated 17th July, 2017 and effective 1st April 2016, the Appointed Date under the Scheme of Arrangement (Demerger), Cholamandalam Investment and Finance Company Limited ceased to be an Associate of the Company, Cholamandalam MS General Insurance Company Limited ceased to be subsidiary of the Company and Cholamandalam MS Risk Services Limited ceased to be the Joint Venture of the Company. The Company established a Global Depository Receipts ('GDR') Programme by executing a Depository Agreement on 29th January, 2018 with Bank of New York Mellon, New York, USA ('BNYM') pursuant to which BNYM acts as the Depository for the GDRs issued in respect of 42,23,460 (representing 2.25% of the Company's paid up capital) underlying equity shares of the Company allotted pursuant to the Scheme of Arrangement for Demerger between TI Financial Holdings Limited (formerly Tube Investments of India Limited - Demerged Company) and the Company (the Resulting Company). On 9 March 2018, the Group acquired 80% shares in Great Cycles (Private) Limited and Creative Cycles (Private) Limited, bicycle and component manufacturing companies based out of Sri Lanka for a consideration of Rs.16.98 Cr. (USD 2.61 Million) and Rs.6.47 Cr. (USD 0.99 Million) respectively and accounted a capital reserve of Rs.0.38 Cr. The acquisition is part of the Group strategy for securing the backend supply chain in the mass premium and super premium segments of its bicycles business. In 2017-18, 67 new model bicycles were launched and 60 old models were refreshed, contributing to 41% of the turnover from such new products and refreshes. Multiple innovations were introduced for the first time in the industry, notable among them being the Anti-Slip Chain and a range of ergonomic handlebars. In FY 2019-20, 70 new model bicycles were launched, and 53 older models were refreshed. In FY 2020-21, new plant for manufacturing Opto Electronic Products and Solutions at Sri City, in Andhra Pradesh, became operational during the year. The business commenced supplies of optic solution products for Automated Driver Assisted Systems in new generation cars, to overseas customers. It acquired controlling interest in M/s. CG Power and Industrial Solutions Limited and took over its business. In 2020-21, 43 new model bicycles were launched, and 54 older models were refreshed. In FY 2021- 22, Company formed a wholly-owned subsidiary, TI Clean Mobility Private Limited (TICMPL) on 12th February 2022 and acquired 69.95% stake in Cellestial E- Mobility Private Limited, a manufacturer of Electric Tractors. The assets of three-wheeler electric vehicle business were moved from the Company to TICMPL. Further, another new Company viz., M/s. Cellestial E-Trac Private Limited was incorporated as a wholly owned subsidiary on 25th February 2022. In 2021-22, 66 new model bicycles were launched, and 23 models were refreshed. It invested stake in M/s. Aerostrovilos Energy Private Limited (AEPL), a Chennai based start-up engaged in development of micro-gas turbine technology and became an associate Company with effect from 24th November 2021. During 2022-23, the Company acquired remaining 30.04% equity shares on 27th January 2023, making it a wholly-owned subsidiary of the Company. Thereafter, the Company acquired 33,61,902 equity shares representing 67% of the share capital for about Rs 233 Cr. and Premji Invest acquired 16,55,862 equity shares representing 33% of the share capital for about Rs 115 Cr. on 10th May 2023. The Company acquired 20,66,628 equity shares representing 76% of the share capital of M/s. Moshine Electronics Private Limited on 23rd September 2022. In 2022-23, 49 new model bicycles were launched, and 55 models were refreshed. 20+ new bicycle models were launched across the segments - City, MTB, Kids and Kits. The Company acquired 65.2% stake in IPLTech Electric Private Limited (IPLTech) a manufacturer of E-M&HCV.

Tube Investments of India Ltd Directors Reports

Dear Shareholders,

The Directors take pleasure in presenting the 15^th Annual Report together with the audited financial statements of the Company for the year ended 31^st March 2023.

1. Business Environment

The financial year 2022-23 was a challenging year for the global economy starting with the conflict between Russia and Ukraine leaving the oil/energy prices to go up significantly. This was followed by inflation due to increase in the prices of commodities across the globe and energy crisis. Most of the major economies witnessed unprecedented inflation rates in its history and all the central banks started continuously raising the interest rates. Due to increasing oil prices, the US dollar had gained against all currencies which resulted in inflationary pressures on emerging economies who are import dependent and the chain effect continued. The aforesaid developments in the global economy influenced and posed a downside risk to the Indian economy. The erratic climate conditions including unseasonal rains also affected the food supply and resulted in increased food inflation in India during FY 2022-23. Consequently, Reserve Bank of India continued to increase the repo rates to tame the inflation within the upper tolerance limit. In spite of all the headwinds, India continued to be the fastest growing major economy for FY 2022-23 @ 7.2% as a result of the strong macro-economic fundamentals, domestic consumption and increase in exports. The Indian economy is projected to grow at around 6.3% in FY 2023-24 amid global headwinds and rising costs. This is mainly driven by private consumption and private investments backed by supportive Government policies to improve the infrastructure and business ecosystem. The Government has indicated that to sustain the current growth trajectory, structural changes for ensuring financial discipline and compliance will be introduced. The digital infrastructure expansion, implementation of production linked incentive schemes have incentivised the corporates for setting up of infrastructure for sustained growth in the future.

The latest episodes of banking sector crisis across the major economies have exposed the financial risks faced not only by these countries but also globally. Also, with the fear of recession looming large at the world, 2023-24 is expected to be an even more challenging and turbulent year. However, it is expected that the Indian economy will remain insulated to some extent due to its strong domestic demand and sound macro-economic fundamentals.

The automotive industry, a sector in which the Company has a large exposure, has witnessed a healthy revival in FY 2022-23 and is expected to carry forward similar momentum going forward. The Government's push for capital outlay of `2.4 lakh crores for railways as part of the Union Budget, will be favourable to the Company which expects its railways business to benefit out of this spend. Further, other announcements to boost domestic manufacturing, promote exports and green energy will be advantageous to the Company.

Reserve Bank of India has finally paused the rate hike after six consecutive increases in April 2023. It is an indicator of the strong resilience shown by the Indian economy. Though there appears to be a pause in the investment climate, it is expected that a mix of cautious and necessary investments will still continue through this financial year which may help the Indian economy to continue its growth momentum.

2. Standalone Financial Highlights

`Rs in Cr.

The Board of Directors has decided to retain the entire amount of profit for the financial year 2022-23 in the Statement of Profit and Loss.

3. Performance Overview

During 2022-23, the Company has achieved a turnover of `6,792 Cr., registering a growth of 13% over the previous year. The Profit before Depreciation, Interest, Exceptional Items and Tax was at `1,095 Cr. as against `785 Cr. in the previous year. The Profit before Tax and Exceptional Items was at `928 Cr. as against `628 Cr. in the previous year.

The Engineering segment registered a revenue of `4,562 Cr. as compared to `3,868 Cr. during the previous year, a growth of 18%. The operating profit before interest and tax stood at `549 Cr. as compared to `376 Cr. during previous year, a growth of 46%.

The Metal Formed Products segment recorded a revenue of `1,424 Cr. as compared to `1,240 Cr. during the previous year, a growth of 15%. The operating profit before interest and tax stood at `174 Cr. as compared to `136 Cr. during previous year, a growth of 27%.

The Mobility segment recorded a revenue of `800 Cr. as compared to `963 Cr. during previous year, a de-growth of 17%, due to adverse market conditions. The operating profit before interest and tax stood at `17 Cr. as compared to `55 Cr. during the previous year.

Other businesses segment including Industrial Chains registered a revenue of `768 Cr as compared to `562 Cr. during the previous year, a growth of 37%. The operating profit before interest and tax stood at `48 Cr. as compared to `36 Cr. during previous year, a growth of 31%.

4. New business initiatives

The Company had incorporated M/s. TI Clean Mobility Private Limited ("TICMPL") in February 2022 as a wholly-owned subsidiary to focus on clean mobility solutions. TICMPL is pursuing electric three-wheelers business and has launched the passenger three-wheeler in the market. TICMPL is also developing cargo and e-rick variants, which are expected to be launched in the second half of FY 2023-24. In March 2022, TICMPL had acquired 69.95% of M/s. Cellestial E-Mobility Private Limited ("CEMPL"), manufacturer of electric tractor, for `161 Cr. During the year, TICMPL had acquired the balance 30.05% for `51 Cr. making it a wholly-owned subsidiary. CEMPL is in the advanced stage of introducing electric tractors in the market. A new manufacturing facility is coming up at Poonamalle, near Chennai for electric tractors. During the year, TICMPL had acquired 65.2% of the equity share capital of M/s. IPLTech Electric Private Limited ("IPLT"), a company engaged in manufacturing of electric heavy commercial vehicles for `245 Cr., through a combination of primary and secondary purchase of shares. IPLT is the first manufacturer for 55T electric truck predominantly used in steel and cement industry for short haulages. IPLT is awaiting necessary approvals, under the new and revised guidelines, for launch of electric heavy commercial trucks and is expected to expand rapidly in FY 2023-24. A dedicated facility with automated assembly line is coming up near Manesar. The unique selling proposition offered by IPLT to its customers includes reduction in logistics cost, higher uptime and comprehensive annual maintenance. IPLT is working on development of other variants to cater to different customer segments and enhancing its presence. As of 31<sup>st</sup> March 2023, TII has invested `250 Cr. towards Equity Shares and `167 Cr. towards Compulsorily Convertible Preference Shares ("CCPS") in TICMPL. TII and TICMPL entered into definitive agreements with M/s. Multiples Private Equity Fund III

& M/s. State Bank of India (together "Investors") for raising about `600 Cr. through issue of Equity Shares and CCPS. The Investors have so far invested about `400 Cr. towards 100 Equity Shares and 4,00,00,000 Series A1 CCPS. Pursuant to the said agreement, TII has agreed to invest `425 Cr. towards CCPS and has already invested `167 Cr. 16700000 Series B CCPS. On 5^th May 2023, TICMPL entered into definitive agreements 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") for raising about `600 Cr. through issue of Equity Shares and CCPS to Investors and `75 Cr through issue of CCPS to TII.

The Company has identified contract development and manufacturing operation ("CDMO") and active pharmaceutical ingredients as a new line of business with the potential to grow and expand in the future. The approval of the Members was obtained for amendment to the Memorandum of Association of the Company on 16^th April 2023 to include this business in the Objects Clause.

The Company had entered into an agreement with Mr. N Govindarajan, an experienced and well recognised professional in the Indian pharmaceutical industry to incorporate a subsidiary for pursuing the CDMO business. Pursuant to the said agreement, the Company proposes to invest up to `285 Cr. into this subsidiary in the form of equity and compulsorily convertible preference shares in tranches and Mr. N Govindarajan will be investing up to `15 Cr. in equity and compulsorily convertible preference shares in tranches. Subject to the performance and other terms and conditions specified in the agreement, Mr. N Govindarajan will be entitled to get up to 25% of the equity for his investment. The CDMO subsidiary, M/s. 3xper Innoventure Limited, was incorporated on 12^th May 2023.

The CDMO subsidiary is finalising a strategic location for establishment of the manufacturing facility. The R&D facility is coming up at Chennai.

The Company joined hands with M/s. PI Opportunity Fund I Scheme II ("Premji Invest") to acquire M/s. Lotus Surgicals Private Limited ("Lotus"). TII acquired 33,61,902 equity shares representing 67% of the share capital for about `233 Cr. and Premji Invest acquired 16,55,862 equity shares representing 33% of the share capital for about `115 Cr. on 10^th May 2023. Lotus is a subsidiary company under Section 2(87) of the Companies Act, 2013 with effect from the date of acquisition (10^th May 2023). Lotus will be vehicle for medical devices business of TII.

Lotus was incorporated in 2005 and is engaged in the business of manufacturing and supply of surgical sutures & other medical devices. It has a comprehensive product portfolio focused on high end specialties such as cardiac, liver transplant, GI oncology and bariatrics. Lotus is the second largest domestic player in the aforesaid segments. The product portfolio includes sutures, mesh, skin staplers, laparoscopy instruments, energy devices etc. It has state of the art manufacturing facility and is also setting up in-house needle manufacturing capabilities.

The Company as part of its foray into electronics business, acquired 20,66,628 equity shares representing 76% of the share capital of M/s. Moshine Electronics Private Limited ("Moshine") on 23^rd September 2022. Moshine is engaged in manufacture and sale of camera module for mobile phones. Moshine is engaging with new customers for growth in FY 2023-24.

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

Industry Scenario

During 2022-23, the automotive industry's production volume grew by 13%. Passenger vehicle and commercial vehicle grew by 25% and 29% respectively and two-wheeler segment grew by 9% over the last fiscal year.

Review of Performance

The Engineering segment was able to grow its volumes leveraging the growth of passenger vehicles and commercial vehicles. The business also focussed and realized the increased opportunities in the export market. The volumes of tubes grew by 13%, cold rolled steel strips business grew by 6% and large diameter tubes grew by 12%. The business continued to drive efficiency improvement and spending capital expenditure prudently on critical growth projects. The business is in the process of increasing capacities for large diameter tubes and Cold Rolled steel strips 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 Company's exports to the US market, to reduce duty rates to enhance export volumes.

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

Industry scenario

During 2022-23, production of two-wheeler segment grew by 9.2% and passenger cars grew by 18.4%. FY 2022-23 is the first full year of business without any disruption post pandemic. Continuing from the last year, the business was faced with increase in steel prices, increase in the input costs and inflation during first half of the year. During second half of the year, steel prices began softening. The business continued to prove its mettle by taking advantage of economies of scale, prudent capital spending, operating with an optimum working capital along with control on the costs through various cost reduction measures. Lean initiatives are being driven through inculcating kaizen culture in all the areas.

With international car majors continuing to invest in the country and increasingly using India as an export base, many component manufacturers have the opportunity to cater to the global needs of automobile manufacturers and their Tier 1 Suppliers. The Railways business continued to go through a subdued phase as demand continues to be at lower levels.

Review of Performance

Backed by the demand in the four-wheeler segment, the business dependent on these segments 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 good competition and the business expects to strengthen on the sales structure, deepen its coverage and launch new products for new categories.

Fine blanking and Doorframe sales were higher by 26% during 2022-23 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 the 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. In addition, increased volumes and increased price realisation in coach parts, focus on metros and expanding the customer/product base are some of the driving factors that will put the Railways business back on track.

Mobility segment of the Company comprises of bicycles of Standards and Specials including alloy bikes & performance bikes, cycling accessories, bicycle components sold as spares and home/semi commercial fitness equipment. This year the scope of business has expanded by introducing SMART

- Spares Maintenance Accessories Recreational Toddler. Company has also embarked on the export business as a growth lever/strategy.

Industry Scenario

Bicycles fall under two distinct categories – Standards and Specials. While standard cycles are largely used for commuting, especially in small towns & rural areas, special cycles cater to recreational usage, where the product is used for fun, fitness, and leisure activities. During the financial year, the organised trade industry witnessed a decline of 12% as against the previous year. Standards segment dropped by 2% and specials segment by about 16%.

Consumer demand continued towards economy range of products and unbranded players with low priced products gained an edge in the industry. To counter the penetration of unbranded players, playing on price, the organised players i.e., AICMA (All India Cycle Manufacturer's Association) have ventured into launching low priced products in Kids and Mountain Terrain Bikes ("MTB") segments. FY 2020-21 witnessed a pent-up demand in cycles due to lockdown of schools, workplaces, and fitness centres. However, in the current scenario, the usage of cycles has significantly reduced due to resumption of all activities leading to a drop in demand.

Over 60% of the country's requirements are met by four major players. The smaller regional players and imports constitute the balance. TI Cycles enjoys a share of about 25.1% of the total organised trade market.

Review of Performance

TI Cycles sold 17 lakh bicycles during the year in trade, which was lower by 16% compared to previous year. Overall Trade bicycle industry itself registered de-growth of 12% over the previous year. 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. We have opened 45 of such shops during last year. Expansion of export business and domestic spares business are considered to be new avenues of business to the Company. To participate in the growing economy sub-segment, 5 economy products were launched in major categories like Kids and MTB.

In 2022-23, 49 new model bicycles were launched, and 55 models were refreshed. 33% of the trade sales volume came from new products. We have lined up 7 launch ready innovations - such as knuckle guard light, saddle sensor light, balenso, agresso, dirt tricks, buddy back rest, integrated utility solution slated to be launched during 2023-24.

On the consumer outreach front, we ran digital, influencer campaigns for its major brands, with BSA, Hercules, Roadeo, and Montra delivering a significant lift in brand awareness. We have started various demand generation offline activities. The objective of the campaigns/demand generation activities was to increase brand awareness and product consideration among the target group.

6. Dividend

The Board of Directors declared an Interim Dividend of `2/- per share (@ 200%) on equity share of face value of `1/- each for the financial year 2022-23, which was paid on 27^th February 2023 to all the eligible shareholders. `1.50/- per share (@ 150%) of Final Dividend has been proposed by the Board for the said financial year and together with the Interim Dividend of `2/- per equity share, already declared and paid, in respect of the financial year 2022-23, `3.50 per share (@ 350%) will be considered as the total Dividend for the said financial year.

The dividend pay-out is in line with the Company's 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 Company's website: https://tiindia.com/dividend-distribution-policy/

7. Share Capital

The paid-up Equity Share Capital of the Company as on 31^st March 2023 was `19,31,21,076/- consisting of 19,31,21,076 Equity Shares of the face value of `1/- each fully paid up. During the financial year 2022-23, the Company allotted 1,70,855 equity shares consequent to exercise to employees stock options.

8. Finance

Cash and Cash Equivalents as at 31^st March 2023 were `111 Cr. In addition, Company has investments in Liquid Schemes of Mutual Funds for `293 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.

During the year, Non-Convertible Debentures (NCDs) aggregating `50 Cr. were redeemed by the Company. As at 31^st March 2023, there are no NCDs outstanding.

The Company has not accepted any fixed 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 2023.

As per Section 186 of the Companies Act, 2013, details of the loans, guarantees and investments made during the FY 2022-23 are given below:

The aforesaid 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 relating to which form part of the Notes to the financial statements provided in this Annual Report.

SGL, a subsidiary of the Company, recorded revenue of `446 Cr. in 2022-23 against `337 Cr. in the previous year. Profit before tax was `90 Cr. (Previous year: `59 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 `3/- per share for the financial year 2022-23.

FC10, the Company's wholly owned subsidiary in France, recorded consolidated revenue of Euro 39 Mn in 2022 (previous year: Euro 33 Mn). The profit after tax for the year was Euro 0.39 Mn as compared with the profit after tax of Euro 0.25 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.

GCPL is the Company's subsidiary in Sri Lanka acquired in March 2018. The Company holds 80% of GCPL's equity capital. During the year under review, GCPL recorded revenue of `6 Cr. (Previous year: `32 Cr.) and registered loss before tax of `1 Cr. (previous year profit before tax: `9 Cr.)

CCPL is the Company's subsidiary in Sri Lanka acquired in March 2018. The Company holds 80% of CCPL's equity capital.

During the year under review, CCPL recorded revenue of `32 Cr. (Previous year: `77 Cr.) and registered profit before tax of `3 Cr. (Previous year loss before tax: `14 Cr.).

CG Power is the Company's subsidiary acquired in November 2020. The Company holds 58.05% of CG Power's equity capital. During the year under review, CG Power at a consolidated level recorded revenue of `6,973 Cr. (previous year: `5,484 Cr.) and registered profit before tax & exceptional items of `950 Cr. (Previous year: `504 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 `1.50 per share for the financial year 2022-23.

TICMPL, the Company's subsidiary was incorporated on 12^th February 2022.

During the year under review, TICMPL on a standalone basis registered a loss before tax of `79 Cr.

During the year under review, IPLTech Electric Private Limited registered a loss before tax of `33 Cr. from acquisition date.

During the year under review, Cellestial E-Mobility Private Limited registered a loss before tax of `11 Cr. and Cellestial E-Trac Private Limited registered a loss before tax of `13 Cr. from acquisition date.

During the year under review, MEPL recorded `6 Cr as revenue and registered a loss before tax of `1 Cr. from acquisition date.

During the year under review, X2Fuels registered a loss before tax of `0.06 Cr. from acquisition date.

The Profit before Tax and exceptional items has registered a growth by 48%. 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.

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.

The Company's interest cost during FY 2022-23 was `22 Cr. compared to `12 Cr. in the previous year. The Company had a net debt of `69 Cr. (Net of Cash & Cash Equivalents and investment in mutual funds) as on 31<sup>st</sup> March 2023 as compared to `65 Cr. as on 31^st March 2022.

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

*Ratios are tracked by the Company on a standalone basis

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 has 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 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 department on a periodic basis.

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 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.

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 1^st August 2022, 4^th November 2022 & 22^nd March 2023 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.

The Company, being part of the Murugappa Group, is known for its tradition of philanthropy and community service. The Company's philosophy is to reach out to the community by establishing service-oriented philanthropic institutions in the field of education and healthcare as the core focus areas. The CSR Policy of the Company is available on the Company's website at the following link: https://tiindia.com/csr-policy/. As per the provisions of the Companies Act, 2013, the Company was required to spend `9.09 Cr. and had also carried forward an excess balance of `0.31 Cr. After adjustment of the said excess carried forward balance, the minimum mandatory amount required to be spent during the financial year 2022-23 was `8.78 Cr, against which, the Company spent `9.04 Cr. towards identified CSR projects in the fields of education, health care and community development during the year.

The Annual Report on CSR for 2022-23 is annexed to and forms part of this Report (refer Annexure-B) as well as on the Company's website at the following link: https://tiindia.com/wp-content/uploads/2023/07/CSR-Annual-Report-2022-23.pdf

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 Board's Report (refer Annexure-C). The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters in terms of Part B of Schedule II [Corporate Governance] of the SEBI Listing Regulations. The Report further contains details as required to be provided in the Board's Report on the policy on Directors' appointment and remuneration including the criteria, annual evaluation by the Board and Directors, composition and other details of Board committees, implementation of risk management policy, whistle-blower policy/vigil mechanism, dividend policy etc.

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 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.

This year the focus has been on continuing the journey towards nurturing a high performing work culture to achieve organisational goals. We continued to march ahead with process discipline, creating more and more oneness across all verticals of TII and driving a culture of high drive for achievement.

To foster the organisational oneness the theme of "One TII - Many possibilities - Ample opportunities" was unveiled at the Annual Communication meeting. Employees can aspire to grow within TII as the organisation itself is in the precipice of exploring possibilities in newer business areas. A core focus of the organisation has been towards employee engagement and well-being. Several focussed group discussions, manager conversations have helped the organisation to move forward with a concrete plan to drive engagement as a key metric. Insights from all the conversations have been translated into tangible actions which are being deployed across various employee groups. Safety and employee involvement continues to be a focus areas and in that regard various trainings, audits and corrective actions are implemented across all Business units.

Company continues to lay emphasis on the initiatives that are part of its long-term Human Resources Strategy. Significant work towards driving High Performance Work Culture through standardization of metrics across various business units and arriving at consistent People Productivity Index has helped identify various avenues to improve the same. TI Way of working, by standardizing various policies and processes, is progressing across all work locations. The adoption of TI Way will be a game changer as the Company continues to pursue aggressive growth paths through several green field and M&A activities.

Consistent and significant efforts have been put in place to ensure that the TI Talent Development Engine (TDE) supports the growing needs of the leaders as the company progresses ahead.

As part of the TDE, three senior leaders were nominated for the Harvard AMP to make them future ready to take on leadership roles in existing as well as new businesses. 11 leaders have graduated this year from the group's Business Leadership Program and were assigned additional responsibilities or new roles. A total of 20% of overall Managers are going through development journeys to move to next level roles. The Talent Board continues to guide, support and mentor the various developmental actions, interventions and suggest appropriate next steps for accelerated talent development in TI. Lot of focus this year has also been on improving the digital capabilities of the HR functions. A new system is being implemented in phases and the journey towards paperless HR has started. These are steps that the organisation is taking towards sustainable practices. The Company embarked on its Lean (Kaizen) journey with the guidance from Japanese consultants in order to be competitive, adapt changes to market & economy. The focus was to eliminate/reduce waste in the value chain, create value to customer and be more productive in "what we do" & the "way we do". The main focus will be on improving productivity (daily despatches), quality improvement, reducing inventory & lead time, creating a flow in production processes using lean tools like Takt time production, line balancing, operator load balancing (Yamazumi), standard work combination, levelled production, operator & machine cycle time reduction.

The total number of permanent employees on the rolls of the Company as on 31^st March 2023 is 3,038. Industrial relations continued to remain cordial at all the Company's units during the period under review. The information relating to employees and other particulars required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the information on employees, particulars of which are available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company up to the date of the forthcoming Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in the said regard.

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

The Company has 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.

During the year under review, the Company had granted 1,89,800 options to eligible employees under its Employee Stock Option Plan viz., ESOP 2017. Details in respect of the ESOP 2017 as required under the relevant SEBI Regulations are displayed on the Company's website at the following link: https://tiindia.com/esop/

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 Financial Statements for the year ended 31^st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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 2023 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; & 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.

M/s. S R Batliboi & Associates LLP, Chartered Accountants (LLP Identity no.AAB-4295) 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 ensuing 18^th Annual General Meeting. The remuneration payable to them for the financial year 2022-23 has already been fixed at the 14^th Annual General Meeting.

The Company is required to maintain 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. M/s. S Mahadevan & Co. (firm no.000007), Cost Accountants were appointed 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 2023-24. Necessary resolution for ratification of their remuneration in respect of the aforesaid terms of appointment for the financial year 2023-24 forms part of the Notice for the ensuing Annual General Meeting, which the Board recommends for the shareholders' approval.

All related party transactions that were entered into during the financial year under review were on an arm's length basis and were in the ordinary course of business. The Company did not enter into any materially significant related party contracts or arrangements or transactions during the financial year which may have a potential conflict with the interest of the Company at large or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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

The policy on Related Party Transactions as approved by the Board is uploaded and is available on the following link on the Company's website: https://tiindia.com/rpt-policy/ None of the Directors had any pecuniary relationships or transactions vis-?-vis the Company.

During the year under review, the following key Board level changes were effected to evolve and realign the senior management team after considering the growth aspirations in the existing businesses, the number of new initiatives/businesses in the anvil and towards long-term succession planning:

- Mr. M A M Arunachalam was appointed as a Whole-time Director (Key Managerial Personnel), designated as the Executive Chairman for a 5-year term of Office from 1^st April 2022 to 31^st March 2027 (both days inclusive);

- Mr. Vellayan Subbiah was appointed as a Whole-time Director (Key Managerial Personnel), designated as the Executive Vice Chairman for a 5-year term of Office from 1^st April 2022 to 31^st March 2027 (both days inclusive); and

- Mr. Mukesh Ahuja was appointed as Managing Director (Key Managerial Personnel) for a 5-year term of Office from 1^st April 2022 to 31^st March 2027 (both days inclusive).

- Mr. Vellayan Subbiah, Executive Vice Chairman 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. Vellayan Subbiah 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.

- Mr. Sanjay Johri will be retiring at the conclusion of the ensuing Annual General Meeting on completing his term of office as an Independent Director. The Board places on record its grateful appreciation for the distinguished services rendered by Mr. Sanjay Johri during his association, since August 2018, as an Independent Director of the Company.

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 2023 and the date of this Report; & - 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.

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 is annexed herewith and forms part of this Report (refer Annexure-F).

The Company has ensured compliance of the Secretarial Standards issued by the Institute of Company Secretaries of India during the period under review. Accordingly, no qualifications or observations or other remarks have been made by the Secretarial Auditor in his said Report.

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/.

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

Mr. K Mahendra kumar ceased to be the Chief Financial Officer with effect from the close of business hours on 8th September 2022.

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

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