Dear Shareholders,

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

2. Financial Summary

The Company's financial performance (standalone and consolidated) for the financial year ended 31st March 2026 is summarised below:

( in Cr.)

Note: The above consolidated numbers exclude discontinued operations (net of taxes)

The Board of Directors has decided to retain the entire amount of profit for the financial year 2025-26 in the Statement of Profit and Loss.

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.

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.

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.

Pursuant to the agreement entered by TII with Mr. N Govindarajan, M/s. 3xper Innoventure Limited ("3xper"), a subsidiary for pursuing the contractdevelopment&manufacturingoperation (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.

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.

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.

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

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.

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 25th 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 31st 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 31st 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.

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

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 31st March 2026.

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).

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.

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.).

SGL is a subsidiary of the Company acquired in 2012. The Company holds 70.46% of SGL's 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.

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.).

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.).

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.

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.).

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.).

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.).

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.).

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.).

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.).

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.

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 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 31st March 2026 as compared to net debt of 12 Cr. as on 31st March 2025.

The key financial ratios of the Company during the financial year 2025-26 compared to the previous financial year are as under:

*Ratios are tracked by the Company on a standalone basis. Profits excludes Fair Value Gain on CCPS of 6.80 Cr. in FY 2025-26 and 569.00 Cr. in FY 2024-25. &The variance is mainly due to reduced interest costs following the repayment of borrowings.

#There was no debt as on 31st March 2026. @Due to increase in Net worth.

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.

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.

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 30th July 2025, 5th November 2025 & 20th 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.

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/

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.

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 31st 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).

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

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

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/

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 31st 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 31st 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.

M/s. S R Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number: 101049W/ E300004) were appointed as Statutory Auditors at the 14th Annual General Meeting held on 2nd August 2022 for a period of four years viz., from the conclusion of the said 14th Annual General Meeting till the conclusion of the 18th 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,theBoardofDirectorsatitsmeetingheld on 29th June 2026 recommended appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) asStatutoryAuditorsoftheCompanyforatermof five years, viz., from the conclusion of the ensuing 18th Annual General Meeting to the conclusion of the 23nd 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.

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.

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-?-vis with the Company.

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 1st April 2025.

Ms. Sasikala Varadachari (DIN:07132398) Independent Director retired with effect from the close of business hours on 16th 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 15th May 2025 for a term of three (3) consecutive years, which was subsequently approved by the Members of the Company at the 17th Annual General Meeting of the Company held on 1st 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 24th March 2026 to 23rd 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 19th 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 5th July 2026 to 4th 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 19th 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.

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., 31st 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.

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 17th Annual General Meeting held on 1st 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-E1). 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).

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/

As on 31st 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.

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).

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.

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.