Tata Investment Corporation Ltd

TO

THE MEMBERS,

The Directors present their Eighty-Eighth (88th) Annual Report with the Audited Financial Statements for the Financial Year ended March 31, 2025

1. FINANCIAL RESULTS (under Ind AS):

* Pertaining to dividend for the Financial Year 2023-24, paid in 2024-25

2. OPERATIONS:

The Standalone Operating Income of the Company is derived from a mix of dividend, interest income and other income. The realized profit from the sale of long-term equity investments (post tax), which have been carried at Fair Value through Other Comprehensive Income, are credited to retained earnings for the year ended March 31, 2025 is Rs. 388.18 crore as compared to Rs. 332.13 crore for the FY 2023-24 The standalone profit before tax for the year under review is Rs. 330.68 crore as against Rs. 292.71 crore for the FY 2023-24, whereas the profit after tax for the year under review stands at Rs. 282.52 crore as against Rs. 283.91 crore for the FY 2023-24. The Consolidated profit after tax for the year amounted to Rs. 312.09 crore as compared to Rs. 384.96 crore for the FY 2023-24.

The total number of companies whose issuances, equity or debt in which your Company has invested stands at 86 as on March 31, 2025, out of which 70 are Quoted and 16 are Unquoted companies.

3. DIVIDEND:

The Directors are pleased to recommend a dividend of Rs. 27 per share (270 %) [previous year Rs. 28 per share (280%)] on the paid-up capital of Rs. 50.60 crore aggregating Rs. 136.62 crore [previous year Rs. 141.67 crore] based on the parameters laid down in the Dividend Distribution Policy.

4. DIVIDEND DISTRIBUTION POLICY :

In term of Regulations 43A of SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Distribution Policy which can be accessed on the website of the Company: https://tatainvestment.com/wp-content/uploads/2025/02/TICL-Dividend-Distribution-Policy-20250211.pdf

5. TRANSFER TO RESERVES :

As permitted under the provisions of the Act, the Board does not propose to transfer any amount to general reserve. The closing balance of the retained earnings of the Company for FY 2024-25, after all appropriation and adjustments, was Rs. 2,214.38 crore (as on March 31, 2024 Rs. 1,821.22 crore).

6. VALUE CREATED:

"Value Created" is a measure which evaluates the wealth created net of the capital invested by the shareholders.

We evaluate your Company's growth a 15-year rolling basis computing "Value Created" by reducing the Shareholders Funds from the aggregate of the Realizable Value of Investments and Net Current / Fixed Assets. The following table compares the Value Created vis-?-vis the Benchmark and the Compounded Annual Growth Return (CAGR).

Shareholders will be pleased to note that the "Value Created" has recorded a compounded annual growth rate (CAGR) of 16.77% vis-?-vis BSE 200 of 11.06% over the period March 31, 2010 to March 31, 2025. It is heartening that this performance has been achieved with a prudent allocation in unlisted equity and fixed income securities which reduces the volatility risk of the portfolio. Further, the Company has distributed Rs. 1,984.69 crore over the 15-year period as dividends to its Shareholders and returned capital vide a buyback of Rs. 450 crore in the Financial Year 2019. The aggregate of the dividends distributed and the value of the Buyback, if included in the amount of Value Created, the resultant CAGR would stand enhanced approximately to 17.31%.

7. MANAGEMENT DISCUSSION & ANALYSIS:

A summarised position of the company's portfolio of investments is given below:

The Directors confirm that investments have been made with the intent to hold for long-term appreciation, and not for trade. The investments in Tata companies, both listed and unlisted, are generally held for a longer term and may be considered as strategic in nature.

The Shareholders have been aware that since 2018 the Presentation of your Company's Financial Statements has significantly changed with the implementation of Ind AS. Under Ind AS, gains from the sale of equity investments are recorded in Other Comprehensive Income (OCI) instead of being routed through the Statement of Profit and Loss. These gains (net of taxes) are subsequently reclassified from OCI to retained earnings. Thus, the Income from Operations of our Company, being an investment company, includes mainly dividends and interest income. To augment the Operating Income over the medium term your company has invested Rs. 158 crore in commercial properties which are pre-leased to large tenants in a building called Vios Towers. This forms part of our endeavour to increase operating income earning capacity.

Global Economic Outlook 2025:

The "WORLD ECONOMIC OUTLOOK UPDATE" report by the IMF of January 2025, stated that global growth is projected to remain stable at about 3.3% both in 2025 and 2026. However, the potential rami_cation of policies proposed by United States (US), has given rise to considerable uncertainty leading to lower expectations of global growth.

Further, the policy uncertainty has resulted in a sharp rise in long term bond yields in US, even in an environment of softening inflation and growth. This indicates a global rise in risk premiums reflected in Investors' expectations of higher yields. If this situation were to persist it could impact equity valuations.

United States:

This uncertainty from various policy announcements has resulted in a downward revision in the US economic outlook and real GDP growth of US could fall to approximately 2% for CY 25 and CY 26. On account of tariffs, inflation is expected to increase in CY 25 in US and remain higher than the Fed target of 2%.

Euro Area:

In the euro area, growth is expected to gradually pick up from 1.0 % in 2025 to 1.4% in 2026, boosted by the increasing budget spend of most Euro nations on Defense.

Over the past few years, the euro area has seen lower economic growth than many other Western geographies.

The recovery of private consumption in 2024 was low mainly because the higher individual savings rate, i.e. consumption growth has been lower than income growth. In the second quarter of 2024, the eurozone's savings rate stood at 15.7%, whereas in the pre-pandemic years the level was approximately 12.5%.

Overall, inflation is expected to soften slightly next year, from the 2.4% recorded in 2024 to 2.1% in 2025.

China:

Growth in 2025 for China will also be impacted and growth may su_er. The impact of the fiscal package announced in November 2024 largely offsetting the negative effect of the downturn in the real estate market had resulted in higher growth expectations for CY25. Over the past few months Chinese equity markets had made a recovery and it was believed that perhaps the worst is over. However, President Xi mentioned in a conference in China, economic growth going forward will face a challenging external environment. Appropriate loose monetary policy and fiscal expansion will be undertaken in 2025. For China, the potential response to a substantial increase in tariffs could be a 5% to 7% depreciation of the yuan in 2025.

J apan:

Japan's economy is expected to record a modest 0.8% real GDP growth in 2025. The central bank is expected to continue to hike the policy rate through 2025, followed by the 0.25% hike in 2024, until the rate reaches the neutral level of 1%. Prior to tari_ announcement, Japan's economic fundamentals suggested firm economic growth for the coming year. Real personal income is also likely to increase due to stronger wage growth, which will drive overall economic growth. Tourism is also booming in Japan, with foreign tourist tra_c now standing above pre-pandemic levels.

The business sentiment survey from the Bank of Japan indicates that firms are successfully passing on higher production costs to consumers. Corporate profits are at historical highs.

Going forward a stronger Yen in 2025 with the Federal Reserve cutting rates and the Bank of Japan hiking rates seems most likely. Needless to say that the tariffs in the United States could impact Japanese exporters.

India:

In India, growth is projected to be solid at 6.5% in 2025-26. In 2024, agricultural growth hit a five-quarter high of 3.5%, driven by strong monsoons, healthy kharif harvests and with improved rabi sowing in the second quarter. Services exports also surged 12.8% year over year, reaching US$248 billion from April to November 2024. Indian manufacturing is moving up the value chain with electronics, engineering goods, and chemicals now make up 31% of exports, supported by contributions from micro, small, and medium enterprises and rising credit availability. In the monetary policy of April 2025 - RBI did a Repo Rate cut of 25 bps to 6%, changed its stance to ‘accommodative'. This provides confidence to the stakeholders on the economic and credit growth.

On a macro level the Indian economy is robust. The Finance Ministry in the summary of its Economic Survey 24-25 has, vide a single image, shown us the healthy state of India's economy:

Further, India's direct tax collections were up 16.15 % year-on-year, reaching Rs. 25.86 lac crore as of March 2025, as per the latest data released by the Central Board of Direct Taxes (CBDT). Corporate tax collections rose to Rs. 12.40 lac crore, up from Rs. 10.10 lac crore in the previous fiscal.

The 22.27% growth in corporate tax collection vis-?-vis the far lower estimated Nifty earnings growth of in single digits for FY 2024-25 clearly indicates that the profitability of smaller and mid-size companies, both listed and unlisted, are growing at a substantially higher rate.

Indias Service Exports:

India is now the seventh-largest services exporting country globally. Amongst services exports, software / IT services and business services exports have increased. This was supported by India emerging as a hub for Global Capability Centers (GCCs). India ranks 2nd in the world in telecommunication, computer, and information services exports, 6th in personal, cultural and recreational services exports and 8th in other business services exports.

The growth in Global Capability Centres (GCCs) is reflected in the services BoP, with ‘Other Business Services' being the second-largest contributor in services exports in FY24 with a share of 26%. In 2012, about 760 GCCs were operating out of India and as of March 2024, India houses over 1,700 GCCs.

Indian Equity Markets:

FIIs have been net sellers since September 2024, divesting an aggregate USD 19.34 billion in equities according to SEBI data, during the period 7 months from September 2024 to March 2025. Perhaps, the largest motivating factor for such a consistent and substantial negative stance on India was the FII expectation of a sharp fall in earnings growth in FY2425. It should be noted that the earnings growth of the Nifty 50 for FY 2023-24 as high as 24.1%, on the back of which the Index appreciated 41.5% from June 2023 to October 2024. Regrettably, the estimated earnings growth for FY 2024-25 has fallen to 3.1%. Resultantly, the Nifty 50 recorded a return of 5.3% for the year.

Current Bloomberg estimates show that the analyst community forecasts a growth in earnings of 14% for FY 2025-26. The corporate earnings performance over the next 6-9 months will decide the trend in the market. If corporate earnings visibility were to indicate a rebound to 14%, as forecasted, it would make India an extremely attractive destination on relative valuation and strong macros. This could result in a resurgence in Equity FII inflows.

The following graph is the Ratio of the PE of Nity 50 vis a viz PE of the MSCI World Index over last 15 years. This parameter measures the relative valuation of Indian markets relative to the world. The Shareholders may please observe that the average premium of Indian Market is 1.15X and over the years the Indian markets have always corrected or bounced back when deviated from the mean.

Gold continues to outperform Equities in FY 2024-25

Gold has recorded substantially higher returns than the Nifty 50 and MSCI World Index over the last three years. As much as we had a very exuberant market in the first half of the Financial Year 2024-25, the full year ended with a return of 5.34% for Nifty 50 and 5.55% for MSCI World Index. Higher returns in Gold is considered to be a reflection of insecurity in the financial markets which to some extent did play out in Q4 of FY 2024-25.

Our Approach:

In navigating the complexities of the global market landscape, our commitment remains steadfast in delivering sustainable value and preserving shareholder interests. Our investment strategies emphasize diversification with a balanced approach to capitalize on emerging trends while safeguarding against potential risks.

Your Company's portfolio is a mix of listed and unlisted Tata and Non-Tata equities, fixed income securities, InvITs, REITs, rental commercial property, venture capital and mutual funds. The Management is pleased to share that the unlisted investments of your Company have appreciated significantly in FY 2024-25 and have contributed significantly to the change in the value of NAV of the Company in the current year.

Your Company has realized gains at opportune times aggregating to _ 437.01 crore and reinvested the funds during the year. The income earned from dividends grew substantially in FY 2024-25 to _ 271.71 crore as compared to _ 226.36 crore in FY 2023-24.

Corporate Social Responsibility (CSR)

Your Company has been carrying forward the Tata group's philanthropic legacy for many decades. It is committed to improving the quality of life of individuals and empowering institutions that serve communities, thus, creating a tangible impact on the lives of people.

During the year FY 2024-25, your Company has contributed a total of Rs. 9.55 crore towards CSR activities, with interventions focusing on providing quality education, improving healthcare systems, increasing environmental sustainability, animal welfare, senior citizen care and other bespoke programs. Details of CSR contributions for FY 2024-25 are given in Annexure B.

CSR Voluntary Activities

In line with our Group's legacy of "giving-back" to the society and communities we serve, your Company partakes in various volunteering activities every year. Employees of your Company engaged in providing "shramdaan" or "gift of labour" at animal rescue centres, spending quality time with the elderly at hospices and bringing smiles on the faces of children at shelters & the critically ill at hospitals.

During FY 2024-25, the employees engaged with 20 NGOs / institutions for undertaking various volunteering actions. Your Company clocked a total of 274 volunteering hours, which is equivalent to 11 volunteering hours per employee.

Sustainability for the future

Last but not the least, your Company is committed to a sustainable future; and is fervently working towards achieving the Tata group's goal of being Net-Zero by 2045. Your Company has implemented its Sustainability Strategy during the last fiscal, which resulted in offsetting its Carbon Liabilities (Scope 1 and 2 GHG emissions) for FY 2024-25.

The Company has successfully retired 36 Verified Emission Reductions (VERs) under the aegis of the Gold Standards Certification Program through the 400 MW Solar Power Project at Bhadla, Rajasthan, India. The project helps reduce anthropogenic emissions of greenhouse gases estimated at ~694,471 tCO2e p.a., thereon replacing 732,874 MWh/year amount of electricity with renewable energy. The generated electricity is exported to the regional grid system, which in turn diversifies the mix of thermal/fossil-fuel based power plants connected to national grid.

8. DEPOSITS FROM PUBLIC :

The Company has not accepted any public deposits under the provisions of the Companies Act, 2013 (‘Act').

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The provisions of Section 186 of the Act pertaining to investment, guarantee and lending activities are not applicable to the Company since the Company is a Non Banking Financial Company ("NBFC") whose principal business is acquisitions of securities.

10. CONSOLIDATED FINANCIAL STATEMENTS :

The Consolidated Financial Statements of the Company form part of the Annual Report. The annual accounts of the subsidiary company and related detailed information are available on the website of the Company and the same may be obtained by writing to the Company Secretary at the Registered e-mail ID of the Company: ticl@tata.com.

The consolidated financial results reflect the operations of Simto Investment Company Limited ("Simto") (Subsidiary), and the following Associate Companies namely Tata Asset Management Private Limited, Tata Trustee Company Private Limited and Amalgamated Plantations Private Limited.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations''). The Policy, as approved by the Board, is uploaded on the Company's website: https://tatainvestment.com/wp-content/uploads/2025/02/TICL-Policy-on-Material-Subsidiaries-20250211.pdf

Subsidiary Company

The Company has a subsidiary Simto Investment Company Limited (Simto) which is registered as a NBFC with the Reserve Bank of India. During the year under review, Simto was also the material subsidiary of the Company. Simto manages its portfolio endeavouring to capitalize on activities arising out of short term volatility in the market. The fair value of assets of the Company was Rs. 525.08 crore as on March 31, 2025.

Associate Companies

1. Tata Asset Management Private Limited

The Company holds 32.09% of the equity share capital of Tata Asset Management Private Limited, whose principal activity is to act as an investment manager to Tata Mutual fund and the Company is registered with Securities Exchange Board of India ("SEBI") under the SEBI (Mutual Fund) Regulations 1996 and has a track record of 25 years in investment management. The Assets Under Management (AUM) of the Company as on March 31, 2025 is Rs. 1,76,973.22 crore. The consolidated turnover of the company during the year was Rs. 748.62 crore (previous year Rs. 556.94 crore) and Profit after tax for the year was Rs. 319.72 crore (previous year Rs. 201.19 crore). The company has a net worth of Rs. 856.43 crore as on March 31, 2025 (previous year Rs. 616.08 crore).

2. Tata Trustee Company Private Limited

The Company holds 50% of the equity share capital of Tata Trustee Company Private Limited which is acting as the Trustees to Tata Mutual Fund. During the year, the turnover of the company was Rs. 3.32 crore (previous year Rs. 3.40 crore) and Profit after tax for the year was Rs. 0.70 crore (previous year Rs. 0.16 crore). The company has a net worth of Rs. 10.67 crore (previous year Rs. 10.19 crore) as on March 31, 2025.

3. Amalgamated Plantations Private Limited

The Company holds 24.61% of the equity share capital of Amalgamated Plantations Private Limited ("APPL") which is engaged in the business of cultivation and manufacturing of tea and other allied agricultural products and packaging services. The turnover of APPL during the year was Rs. 875.54 crore (previous year Rs. 818.48 crore) and registered a loss for the year of Rs. 54.84 crore (previous year loss Rs. 109.72 crore) during the financial year 2024-25. A statement containing the salient features of the financial statements of the subsidiary company and associate companies is annexed to the Financial Statements in Form AOC-1 "Annexure A".

11. BOARD AND COMMITTEE MEETINGS :

During the year under review, Six Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the Corporate Governance Report. There have not been any instances during the year when recommendations of the Committee(s) were not accepted by the Board.

12. DIRECTORS' RESPONSIBILITY STATEMENT :

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2024-25.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that: – i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii) they have taken proper and sufficient care 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; iv) they have prepared the annual accounts on a going concern basis; v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. RISK MANAGEMENT :

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Internal Auditor evaluates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Asset Liability and Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status from time to time.

14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. The Company's policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Head - Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Head - Internal Auditor submit the Report periodically which is placed before and reviewed by the Audit Committee.

During the year under review, no material or serious observations has been observed for inefficiency or inadequacy of such controls.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is afirmed that no personnel of the Company has been denied access to the Audit Committee Chairman.

16. RELATED PARTY TRANSACTIONS :

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website at the web link: https://tatainvestment.com/wp-content/uploads/2025/02/TICL-Policy-on-Related-Party-Transactions-20250211.pdf All the Related Party Transactions during the year under review, were at arm's length and in the ordinary course of business and the Company did not enter into any material transaction or contract or arrangement with any related party and accordingly, Company does not have anything to report in Form AOC-2 and therefore the same has not been provided.

The details of the transactions with Related Parties as per Ind AS 24 are provided in the accompanying financial statements.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In terms of Section 135 and Schedule VII of the Act the Board of Directors has constituted a CSR Committee under the Chairmanship of Mr. F N. Subedar. Mr. A. N. Dalal, Mr. Suprakash Mukhopadhyay and Mr. V. Chandrasekaran are the other members of the Committee.

The CSR committee of the Board has framed a CSR policy and uploaded it on the website of the company https://tatainvestment.com/wp-content/uploads/2024/12/TICL-CSR-Policy-20241031.pdf The Annual Report on CSR activities is annexed herewith as "Annexure B".

18. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE :

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment ("POSH") Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company had no complaints of sexual harassment at the beginning of the year and has not received any complaints during the Financial Year. Accordingly, there are no complaints pending at the end of the Financial Year 2024-2025.

19. CHANGES IN THE NATURE OF BUSINESS :

During the year under review, there has been no change in the nature of business of the Company.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Further there are no material changes or commitments, affecting the financial position of the Company which has occurred between the end of the financial year and the date of the report.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Pursuant to the provisions of the Act and the Company's Articles of Association, Mr. Noel N. Tata (DIN 00024713), retires by rotation and, being eligible, offers himself for re-appointment. A resolution seeking Shareholder approval for his reappointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations there has been no change in the circumstances affecting their status as Independent Directors of the Company.

Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission for the purpose of attending meetings of the Board/ Committee of the Company. During the year under review, the Shareholders have approved on January 7, 2025, the Re-Designation / Elevation of Mr. Amit N. Dalal (DIN: 00297603) from Executive Director to Managing Director of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2025, are: Mr. Amit N. Dalal, Managing Director, Mr. Manoj Gupta, Chief Financial Officer and Mr. Jamshed Patel, Company Secretary and Chief Compliance Officer of the Company.

Details pertaining to Director seeking re-appointment together with other directorships and committee membership have been given in the Annexure to the Notice of the AGM in accordance with the requirements of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings.

22. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Act and SEBI Listing Regulations the Board has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its committees and individual Directors, including the Chairman of the Company. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Board's functioning such as degree of fulfilment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board Members and promoting effective relationships and open communication, communicating effectively with all Stakeholders and motivating and providing guidance to the Executive / Managing Director.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of individual Directors.

23. REMUNERATION POLICY :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and can be accessed at Company's website https://tatainvestment.com/wp-content/uploads/2025/02/TICL-Remuneration-Policy-for-Directors-KMPs-and-Senior-Management-20250211.pdf

24. AUDITORS :

STATUTORY AUDITORS AND AUDITORS' REPORT :

In terms of the RBI Guidelines and related FAQs for Appointment of Statutory Central Auditors (SCAs) / Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) [the "RBI Guidelines"] dated April 27, 2021, entities with asset size of _15,000 crore and above as at the end of previous year, the statutory audit should be conducted under joint audit of a minimum of two audit firms [Partnership firms / Limited Liability Partnerships (LLPs)]. M/s Gokhale & Sathe, Chartered Accountants (Firm Registration No. 103264W), were appointed as Statutory Auditors till conclusion of the 88th Annual General Meeting of the Company and M/s Chokshi & Chokshi LLP, Chartered Accountants (Firm Registration No. 101872W/W100045), were appointed as Joint Statutory Auditors till conclusion of the 90th Annual General Meeting of the Company.

Since the term of M/s Gokhale & Sathe, Chartered Accountants would be completed at the conclusion of this AGM, the Board of Directors of the Company, subject to the approval of the Members has recommended the appointment of M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W /W-100036) as the Joint Statutory Auditors of the Company pursuant to Section 139 of the Act, from the conclusion of this Annual General Meeting of the Company till the conclusion of the 91st Annual General Meeting to be held in the year 2028. Members' attention is drawn to a Resolution proposing the appointment of M/s. CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W /W-100036), as Joint Statutory Auditors of the Company which is included at Item No. 5 of the Notice convening the Annual General Meeting.

As per the provisions of Section 139 of the Act, they have given their consent for the appointment and confirmed that the appointment, if made, would be in accordance with the conditions as prescribed under the Act and applicable Rules and the RBI Guidelines.

The Audit Report of M/s. Gokhale & Sathe, Chartered Accountants and M/s. Chokshi & Chokshi LLP, Chartered Accountants on the Financial Statements of the Company for the Financial Year 2024-25 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR AND AUDITORS' REPORT :

Pursuant to provisions of Section 204 of the Act, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and SEBI Listing Regulations, the Board of Directors of the Company, subject to the approval of the Members has recommended the appointment of M/s. Parikh & Associates, Company Secretaries as the Secretarial Auditors of the Company, from the conclusion of this Annual General Meeting of the Company till the conclusion of the 93rd Annual General Meeting to be held in the year 2030. Members' attention is drawn to a Resolution proposing the appointment of M/s. Parikh & Associates, Company Secretaries, as Secretarial Auditors of the Company which is included at Item No. 7 of the Notice convening the Annual General Meeting.

The Secretarial Audit Report of the Company is annexed herewith as "Annexure C1" and the Secretarial Audit Report of Material Subsidiary i.e. Simto Investment Company Limited is annexed herewith as "Annexure C2".

The Secretarial Audit Report for the financial year ended March 31, 2025, does not contain any qualification, reservation, adverse remark or disclaimer.

COST RECORDS AND COST AUDITORS :

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

25. SECRETARIAL STANDARDS OF ICSI :

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS – 1) and General Meetings (SS – 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

26. CORPORATE GOVERNANCE :

The Annual Report contains a separate section on the Company's corporate governance practices, together with a certificate from the Company's Auditors confirming compliance, as per SEBI Listing Regulations.

27. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING :

A separate section on Business Responsibility and Sustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI Listing Regulations is annexed herewith as "Annexure D".

28. ANNUAL RETURN :

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025, is available on the Company's website at https://tatainvestment.com/wp-content/uploads/2025/05/Form_MGT_7Website.pdf.

29. REPORTING FRAUD :

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

30. CONSERVATION OF ENERGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Being an investment company and not involved in any industrial or manufacturing activities, the Company's activities involve very low energy consumption and has no particulars to report regarding conservation of energy and technology absorption. However, efforts are made to further reduce energy conservation.

During the year under review, the Company's expenditure in foreign exchange is Rs. 6.16 lacs and the Company did not have any foreign exchange earnings.

31. PARTICULARS OF EMPLOYEES AND REMUNERATION :

The information required under Section 197(12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure E".

The information required under Section 197(12) of the Act read with Rules 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining the same may write to the Company Secretary at the Registered e-mail ID of the Company: ticl@tata.com. None of the employees listed in the said Annexure are related to any Director of the Company.

32. ACKNOWLEDGEMENTS :

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from all its Stakeholders and above all, its employees.