12. Corporate Social Responsibility (CSR)
The Company, being part of the Murugappa Group, is known for its tradition of philanthropy and community service. The Company's philosophy is to reach out to the community by establishing service-oriented philanthropic institutions in the field of education and healthcare as the core focus areas. The CSR Policy of the Company is available on the Company's website at the following link: https://tiindia.com/csr-policy/.
As per the provisions of the Companies Act, 2013, the Company was required to spend ?14.48 Cr. after adjusting for excess amount spent in the previous year of T0.06 Cr. The Company had spent ?16.18 Cr. against the requirement of ?14.48 Cr. towards identified CSR projects in the fields of education, sports, health care and employment enhancing vocational skills, environment sustainability during the year.
The Annual Report on CSR for FY 2024-25 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-approved-and-actuals/.
13. Corporate Governance
The Company is committed to maintaining high standards of corporate governance.
The Company was wholly in compliance with the requirements of SEBI Listing Regulations.
A report on corporate governance together with a certificate from the Practising Company Secretary is annexed in accordance with the terms of the SEBI Listing Regulations and forms part of the Board's Report (refer Annexure-C). The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters in terms
of Part B of Schedule II [Corporate Governance] of the SEBI Listing Regulations.
The Report further contains details as required to be provided in the Board's Report on the policy on Directors' appointment and remuneration including the criteria, annual evaluation by the Board and Directors, composition and other details of Board committees, implementation of risk management policy, whistle-blower policy/ vigil mechanism, dividend distribution policy etc.
14. Business Responsibility and Sustainability Reporting
As required under the SEBI Listing Regulations, 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.
15. Human Resources
The Company has embarked on a 'High Ambition Culture'. This culture embodies the Company's aspirational goal, encouraging every employee to strive for their highest potential. The journey began with a Culture Visioning Workshop, where themes and action plans were finalised to kick-start implementation and transition towards a High Ambition Culture, ultimately making it a way of life at TII (TI Way).
Employee engagement survey was conducted in February 2024 capturing insights, identifying areas of enhancement, and evaluating the efficacy of existing initiatives. Effective implementation of action plans led to tangible improvements in engagement scores over time. By actively listening
to employee perspectives and prioritising their feedback, the Company successfully cultivated a culture of continuous improvement and commitment to employee satisfaction.
Talent development emphasis on nurturing internal leadership to meet the ambitious business growth targets set by the Company. The Talent Development Engine ("TDE”) has been meticulously crafted to cultivate executives at every level converting them from Individual Contributors to Enterprise Leaders, through a structured and systematic developmental journey. Over the last year, 20% of executives have embarked on this developmental journey through the various interventions. Senior leaders actively engage in mentoring these high-potential managers.
As part of the TDE, three senior leaders have been nominated for the Harvard Advanced Management Programme to make them future ready to take on leadership roles in existing as well as new businesses.
TII embarked on its Lean (Kaizen) journey under the guidance of Japanese consultants, aimed at optimising operations, maximising value for customers, employees, and shareholders, and achieving sustainable long-term growth. This ongoing initiative ensures competitiveness, adaptability, and strategic positioning for future expansion.
The total number of permanent employees on the rolls of the Company as on 31st March 2025 is 3,219.
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).
16. Prevention of sexual harassment at workplace
The Company has a policy on prevention of sexual harassment at workplace in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committees have been constituted in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to address and redress complaints of sexual harassment. 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.
The Company received and disposed one complaint during the financial year 2024-25.
17. Employee Stock Option Scheme
During the year under review, the Company had granted 59,680 options to eligible employees under its Employee Stock Option Plan viz., ESOP 2017.
The scheme is in compliance with Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013 (the Act).
Details in respect of the ESOP 2017 as required under the Act/relevant SEBI Regulations are displayed on the Company's website at the following link: https://tiindia.com/esop/
18. Directors' Responsibility Statement
The Board of Directors confirm that the Company has in place a framework of internal financial controls and compliance system, which is monitored and reviewed by the Audit Committee and the Board besides the statutory, internal and secretarial auditors. To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual accounts for the year ended 31st March 2025, 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 31st March 2025 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual Financial Statements have been prepared on a going concern basis;
e) that proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively; and
f) t hat proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19. AuditorsStatutory Auditors
M/s. S R Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number: 101049W/ E300004) were appointed as
Statutory Auditors at the 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.
Cost Auditors
In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records in respect of Steel Products, Metal Formed Products and parts & accessories of auto components of the Company and such accounts and records are made and maintained. The Board has appointed M/s. S Mahadevan & Co. (firm no.000007), Cost Accountants as the Cost Auditors of the Company for auditing the cost accounting records maintained by the Company in respect of the applicable products for the financial year 2025-26. Necessary resolution for ratification of their remuneration in respect of the aforesaid terms of appointment for the financial year 2025-26 forms part of the Notice for the ensuing Annual General Meeting, which the Board recommends for the shareholders' approval.
20. Related Party Transactions
All related party transactions that were entered into during the financial year under review were on an 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-a-vis the Company.
21 . Directors
During the year under review, the following key Board level changes were effected.
Mr. K R Srinivasan (DIN: 08215289) retired as the President and Whole Time Director from the close of business hours on 30th June 2024 on completion of his term. The Board placed on record its appreciation for the services rendered by Mr. K R Srinivasan during his entire tenure at the Company.
Mr. Vellayan Subbiah (DIN: 01138759) ceased to be the Whole Time Director and Executive Vice Chairman of the Company with effect from the close of business hours on 31st March 2025. The Board at its meeting held on 24th March 2025, accepted his request and approved the change
in his executive position. Consequently, he has become Non-Executive Vice Chairman of the Company with effect from 1st April 2025. The Board placed on record its appreciation for the guidance and support provided by Mr. Vellayan Subbiah as Executive Vice Chairman of the Company
Ms. Sasikala Varadachari (DIN: 07132398) will cease to be an Independent Director from the close of business hours on 16th June 2025 consequent to the completion of her term of office as an Independent Director. The Board places on record its grateful appreciation for the distinguished services rendered by Ms. Sasikala Varadachari during her association as an Independent Director of the Company since June 2021.
Ms. Shelina Pranav Parikh (DIN: 00468199) has been appointed as an Additional Director and Independent Director, by the Board after taking into consideration the recommendation of the Nomination & Remuneration Committee of the Company, on 15th May 2025 for a term of three years, subject to the approval of the shareholders. Accordingly, an item on approval of appointment of Ms. Shelina Pranav Parikh in the ensuing Annual General Meeting forms part of the Notice for the ensuing Annual General Meeting, which the Board recommends for the shareholders' approval.
Mr. M A M Arunachalam, Executive Chairman retires by rotation at the ensuing Annual General Meeting only 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. M A M Arunachalam as Director, liable to retire by rotation only to comply with the provisions of the Act, at the forthcoming Annual General Meeting.
All the Independent Directors of the Company have furnished the necessary declaration in terms of Section 149(6) of the Act affirming that they meet the criteria of independence as stipulated thereunder. In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience including the proficiency as required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company and, are independent of the management. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
22. Declarations/Affirmations
During the year under review:
- there were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate viz., 31st March 2025 and the date of this Report; and
- there were no significant material orders passed by the regulators or courts or tribunals impacting the Company's going concern status and its operations in future.
23. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 201 3 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. R Sridharan of Messrs R. Sridharan & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY 2024-25 is annexed herewith and forms part of this Report (refer Annexure-FI). The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India. Accordingly, no qualifications or observations or comments or other remarks have been made by the Secretarial Auditor in his said Report.
Further, in terms of the requirements under the SEBI Listing Regulations, the Secretarial Audit Report of the Company's material unlisted subsidiary, M/s. TI Clean Mobility Private Limited is annexed to this report (Annexure-F2).
The Board at its meeting held on 15th May 2025, appointed Messrs. Sridharan & Sridharan Associates, peer reviewed firm of Company Secretaries in Practice (Firm Registration Number P2022TN093500), Company Secretaries, as Secretarial Auditors of the Company for a period of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the shareholders. Accordingly, an item on approval of appointment of secretarial auditors forms part of the Notice for the ensuing Annual General Meeting, which the Board recommends for the shareholders' approval.
24. Annual Return
A copy of the Annual Return of the Company is placed on the website of the Company and the same is available on the following link: https://tiindia.com/financial-information/.
25. Key Managerial Personnel
As on 31st March 2025, 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 Companies Act, 2013.
26. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith and part of this Report (refer Annexure-G).
27. Acknowledgment
The Directors thank all Customers, Vendors, Financial Institutions, Banks, State Governments, Investors for their continued support to your 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.
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