TIL Ltd Management Discussions

ANNEXURE IV

ECONOMIC OVERVIEW

INDIAN ECONOMIC OVERVIEW

Indias economy in 2025 continues to distinguish itself as the fastest-growing major economy globally, according to the latest projections from the IMF and the World Bank. The IMFs April 2025 World Economic Outlook forecasts Indias real GDP growth at 6.2% in 2025 and 6.3% in 2026, maintaining a clear lead over other large economies and reinforcing Indias role as a key driver of global growth. This strong performance comes despite a downward revision from earlier projections, which reflects heightened global trade tensions, increased policy uncertainty, and a general slowdown in international cooperation and trade. Similarly, the World Bank projects Indias growth to reach 7% in FY24-25 and remain robust through FY25-26 and FY26-27, highlighting the countrys resilience amid subdued global conditions.

Indias economic momentum is underpinned by firm private consumption, particularly in rural areas, alongside robust government revenue growth and continued fiscal consolidation. The World Bank notes that with sustained fiscal discipline, Indias debt-to-GDP ratio is projected to decline from 83.9% in FY23-24 to 82.0% by FY26-27, while the current account deficit is expected to remain manageable. Inflation is projected to moderate to 4.2% in 2025, aligning with the Reserve Bank of Indias target and providing room for cautious monetary easing to support growth. This macroeconomic stability is further enhanced by strong services exports and a resilient external sector, even as merchandise exports face headwinds from global trade tensions and tariff increases.

On the global stage, India is set to overtake Japan as the worlds fourth-largest economy in 2025, with nominal GDP projected to reach $4.19 trillion, marginally ahead of Japan. By 2028, Indias GDP is expected to surpass Germanys, positioning it as the third-largest economy worldwide, according to IMF estimates. This ascent in the global economic rankings underscores the sustained strength of Indias macroeconomic fundamentals and its growing influence in international economic affairs.

Despite these positive trends, there are a few challenges and risks that could affect Indias growth outlook. The global economic environment remains fragile, with escalating trade tensions, volatile financial markets, and policy-induced uncertainty posing downside risks to growth. The IMF emphasizes that abrupt tightening of global financial conditions could lead to capital outflows and increased vulnerability for emerging markets like India. Additionally, demographic shifts, such as an aging population, and the need to enhance labor force participation, particularly among women, are identified as critical areas for policy focus to sustain long-term growth.

In summary, India has a resilient and rapidly expanding economy, outperforming its global peers and on track to become the worlds fourth-largest economy. While macroeconomic stability, strong domestic demand, and prudent fiscal management provide a solid foundation, India must continue to address structural challenges and navigate an uncertain global landscape to maintain its growth momentum and realize its long-term development ambitions.

Sources: IMF; World Bank; Ministry of Finance, Government of India

INDUSTRY OVERVIEW

MATERIAL HANDLING & INFRASTRUCTURE EQUIPMENT OVERVIEW

OVERVIEW

Material handling & infrastructure equipment plays a crucial role in modern industrial operations comprising a diverse array of machinery and systems designed to facilitate the transportation, collection, storage, and disposal of materials or products throughout various production processes. This equipment is essential for enhancing operational efficiency, reducing reliance on manual labor, and minimizing the potential for errors, making it highly attractive to industrial enterprises. Its significance spans key sectors such as construction, defense, manufacturing, and logistics.

In construction, the equipment is crucial for transporting essential materials like concrete and steel on job sites. In manufacturing, it optimizes the flow of raw materials and

finished goods, enhancing production lines. The logistics sector depends on Material handling equipment (MHE) for efficient handling in warehouses and distribution centers, ensuring smooth loading and unloading of goods. It also streamlines warehouse management, improving storage, order fulfillment, and workflow on the shop floor. Furthermore, it plays a vital role in defense operations by facilitating the movement of equipment and supplies.

MANAGEMENT DISCUSSION & ANALYSIS

GLOBAL MATERIAL HANDLING EQUIPMENT MARKET

The global material handling equipment market forms a significant segment of the broader industrial machinery market. In 2024, the market was valued at USD 42 billion and is projected to reach USD 52 billion by 2027, indicating robust growth. This expansion represents an incremental growth opportunity of USD 10 billion, or about 24% of the 2024 market size, over the three-year period.

Among these sub-categories, cranes and lifting equipment accounted for 40.92% of the market in 2024 and are expected to remain the dominant and fastest-growing category, increasing their share to 42.15% by 2027. This segment alone is projected to contribute a significant portion of the incremental market growth during this period.

INDIAN MATERIAL HANDLING EQUIPMENT MARKET

India is an emerging force in the global MHE market, with its share expected to rise to 8% by 2027. The Indian market is forecast to grow at a CAGR of 9%, the highest among major countries, resulting in incremental growth of USD 1 billion between 2024 and 2027.

GROWTH DRIVERS OF MATERIAL HANDLING & INFRASTRUCTURE EQUIPMENT MARKET IN INDIA

1 GOVERNMENT INITIATIVES

The Indian governments focus on import substitution, export promotion, and the Make in India initiative has encouraged domestic and foreign investment. The sector benefits from 100% FDI, improved regulatory frameworks, and Indias rising status as a global manufacturing hub alongside increased defense spending and a focus on indigenous production.

2 INFRASTRUCTURE INVESTMENT & URBANIZATION

Increased government investment in infrastructure and construction, coupled with urbanization, is driving demand for construction and material handling equipment. This growth is further supported by initiatives like the National Logistics Policy (NLP), PM Gatishakti, Sagarmala and the establishment of industrial corridors.

3 BOOMING CONSTRUCTION SECTOR

Population growth, economic expansion, and infrastructure projects, including port development and industrialization, are boosting demand for material handling equipment.

4 SAFETY AND SECURITY REGULATIONS

Stricter workplace safety laws and alignment with international standards (such as OSHA, ANSI, and ISO) are driving the adoption of advanced MHE to ensure worker safety and regulatory compliance.

5 GLOBALIZATION

The rise in global trade and emergence of e-commerce giants necessitates efficient, automated, and cost-effective material handling solutions to optimize supply chains, improve workflow, and enhance product quality and delivery times.

6 EXPORT PROMOTION

Indias capital goods sector, including MHE, is de-licensed and open to 100% FDI and technology collaboration. Favorable trade agreements and low customs duties further support export growth and technology transfer.

The material handling & infrastructure equipment industry is a cornerstone of modern industrial operations, enabling efficient movement, storage, and management of goods across numerous sectors. With technological advancements, regulatory support, and strong market growth-especially in emerging economies like India-the industry is poised for continued expansion and innovation.

Sources: Vibrant Gujarat 2024 Report, Government of Gujarat; EMIS

COMPANY OVERVIEW

CORPORATE PROFILE AND HISTORICAL MILESTONES

Founded in 1944, TIL Limited (formerly Tractors India) stands as one of Indias premier manufacturers of material handling and infrastructure equipment. Renowned for its robust, high-quality products and innovative engineering, TIL Limited (TIL) has played a pivotal role in shaping the nations infrastructure landscape for over eight decades. Headquartered in Kolkata, the Company maintains a strong presence across India through strategically located regional offices in major urban centers.

From its inception, TIL has been at the forefront of Indias infrastructure growth, contributing to landmark projects and establishing itself as a trusted industry partner. The Company went public in 1955 and rebranded as TIL Limited in 1985, marking a new chapter in its storied history. TILs longstanding association with Caterpillar Inc., USA, and the establishment of its Nepalese subsidiary, Tractors Nepal Private Limited, in 2000, underscore its commitment to expanding its geographical footprint.

TIL operates 2 advanced manufacturing facilities in Kamarhati (Kolkata) and Changual (Kharagpur), supported by warehousing complexes in Dankuni, Taratolla and Kharagpur. Its comprehensive product portfolio includes Rough Terrain Cranes, Truck Cranes, Industrial Cranes, Pick and Carry Cranes, Crawler Cranes, ReachStackers, Forklift Trucks, Articulating Cranes and Container Handlers-each engineered to address diverse client requirements. TILs customer-centric philosophy is reflected in its focus on delivering durable, reliable, and technologically advanced solutions, complemented by tailored aftermarket services and robust support infrastructure.

PIONEERING ACHIEVEMENTS AND INDUSTRY LEADERSHIP

TIL holds the distinction of being Indias first mobile crane manufacturer, consistently setting industry benchmarks through a series of groundbreaking innovations. Notable achievements include the production of Indias first 100-tonne truck-mounted mobile crane, the first indigenously manufactured mobile crane, and the first rough terrain crane. TIL also pioneered the countrys inaugural Maintenance and Repair Contract (MARC) with Tata Steel, further cementing its reputation for innovation.

Strategic alliances with global leaders such as Manitowoc Crane Group, Hyster? (Hyster-Yale Group), National Cranes, and Astec Inc. have enabled TIL to introduce a diverse array of road building, crushing, screening, and infrastructure equipment solutions. Through these partnerships and selective mergers, TIL has elevated its manufacturing capabilities to international standards, maintaining its leadership in the Indian infrastructure equipment sector. TILs clientele includes some of Indias largest ammunition and missile system manufacturers, the Indian armed forces, public sector undertakings producing various heavy equipment, major oil and gas explorers and producers, coal producers, multinational conglomerates, well as logistics and container handling corporations, and multinational cement and steel manufacturers.

Both the Kamarhati and Kharagpur facilities are certified under ISO 9001:2015 and Kharagpur facility also certified under DIN EN ISO 3834-2 reflecting TILs unwavering commitment to quality and operational excellence. The Company continues to fulfill orders for defense and retail sectors, with several innovative products in development.

STRATEGIC TRANSFORMATION AND RECENT DEVELOPMENTS

TIL 2.0: ACCELERATING GROWTH THROUGH STRATEGIC INVESTMENT

In January 2024, TIL Limited entered a transformative phase following a significant strategic investment from the Gainwell Group. This acquisition, executed in line with the RBIs Prudential Framework for Resolution of Stressed Assets, led to a comprehensive management restructuring. Mr. Sunil Kumar Chaturvedi, the promoter of Gainwell Group, assumed the role of Chairman and Managing Director, supported by a newly constituted Board featuring three esteemed Independent Directors.

The acquisition was facilitated through Indocrest Defence Solutions Private Limited (IDSPL), a Gainwell Group entity, which invested D120 crore into TIL.

STRATEGIC SYNERGIES: GAINWELL & TILS UNIFIED VISION

Gainwell Groups acquisition of TIL Limited represents a strategic consolidation of expertise and resources in the material handling and infrastructure equipment sector. TILs legacy of engineering excellence and market leadership will be further enhanced by the Groups innovative, technology-driven approach, broadening product offerings and deepening market penetration. This alignment supports national priorities such as "Make in India" and "Atmanirbhar Bharat," aiming to reduce reliance on imported capital goods and strengthen Indias manufacturing and export capabilities.

Both organizations share a commitment to customer-centricity, technological advancement, and sustainable solutions. The acquisition is expected to bolster TILs presence in the defense sector and leverage demand for advanced fabrication, engineering, and manufacturing services. By harnessing their combined expertise and resources, the partnership is poised to accelerate manufacturing initiatives and position India as a global hub for high-technology, cost-effective engineering solutions.

FUTURE OUTLOOK

ENGINEERING EXCELLENCE

TIL Limited and the Gainwell Group has played a crucial role in nation-building through its involvement in several iconic projects-including the Bhakra Nangal Dam, Atal Tunnel, and the new Parliament House. TILs enduring partnership with Caterpillar, spanning nearly 80 years, provides a distinct competitive edge rooted in customer focus and technological innovation. Gainwell Engineering, the groups principal manufacturing arm, exemplifies the

‘Make in India ethos, exporting advanced capital goods to global markets and supporting sectors like mining, railways, and defense. The groups comprehensive solutions portfolio includes rental and used equipment, advanced aftermarket operations, and cutting-edge digital technologies such as IoT-enabled predictive maintenance and autonomous fleet management. Together, TIL Limited and the Group will contribute significantly to Indias infrastructure development across sectors such as mining, construction, energy, defense, and railways.

STRATEGIC ROADMAP

TIL 2.0 has begun a transformative journey aimed at revitalizing its workforce, strengthening its capital structure, improving financial health, diversifying and expanding its product portfolio, and enhancing technological capabilities.

Key initiatives include ongoing revamp of manufacturing processes, strengthening vendor relationships, prompting professional & career development of employees, optimizing cost structures, refreshing engineering across product lines, and integrating digital technologies to enable predictive maintenance. TIL is recalibrating its manufacturing footprint, assigning core products to specialized plants, and emphasizing sustainability in all operations. The Company also aims to expand its defense portfolio by leveraging Gainwells networks and expertise, as evident from its growing defense orderbook. With a robust product portfolio in place, TIL is poised to serve new markets, expand its reach, and enhance exports to various regions, further driving growth.

Technology will be central to TILs evolution, with plans to embed advanced engineering and digital capabilities into its machinery, delivering superior customer experiences and establishing a lasting competitive advantage. This strategic focus will support TILs ambitions for global expansion, enhanced by robust aftermarket support and digital ecosystem.

Aligned with Indias ‘Make in India and ‘Atmanirbhar Bharat initiatives, TIL is dedicated to reducing dependence on imported capital goods and strengthening domestic manufacturing. The Gainwell Groups acquisition of TIL marks a pivotal milestone, positioning the group to achieve its ambitious goal of becoming a billion-dollar enterprise by 2030 and reinforcing its leadership in the heavy equipment manufacturing sector.

In summary, TIL Limited, supported by the strategic vision, is poised to redefine the landscape of material handling and infrastructure equipment in India and beyond driving innovation, operational excellence, and sustainable growth for decades to come.

PERFORMANCE REVIEW

On a standalone basis, the total turnover of the Company, including gross income from operations and other income, stood at Rs343.07 crore for the financial year ended 31^st March, 2025, as against Rs 68.91 crore in the previous financial year. The Company turned profitable during the year, recording a Profit Before Tax (PBT) before exceptional items and tax of Rs4.48 crore, compared to a loss of Rs 106.88 crore in FY24. The overall Profit Before Tax, after exceptional items, was Rs4.19 crore, as against a loss of Rs195.67 crore in the previous year.

On a consolidated basis, the total turnover, including gross income from operations and other income, stood at Rs343.09 crore in FY25, as compared to Rs69.07 crore in the previous year. The Company reported a consolidated PBT before exceptional items and tax of Rs4.15 crore, marking a turnaround from the loss position in the previous year. The overall consolidated Profit Before Tax, after exceptional items, stood at Rs4.15 crore, as against a loss of Rs195.65 crore in FY24.

This significant improvement in performance reflects the Companys ongoing efforts towards operational efficiency, strategic restructuring, and a sharper focus on growth and_profitability.

KEY FINANCIAL RATIOS

Name of the Ratio	FY 2024-25	FY 2023-24	Variance %	Reason for Variance
a) Current Ratio	1.23	0.75	64%	Due to Increase in trade receivable during current year.
b) Debt-Equity Ratio	3.25	4.93	34%	Due to issue of Right Equity Share in current year.
c) Debt-Service Coverage Ratio	0.16	0.05	239%	Due to positive profit after tax in current year.
d) Return on Equity Ratio	0.05	18.43	-100%	Due to exceptional Income under OTS in the previous year and increase in Share Equity in current year.
e) Inventory Turnover Ratio	2.49	0.50	398%	Due to increase in revenue from operation in current year.
f) Trade Receivable Turnover Ratio	3.69	2.01	84%	Due to increase in revenue from operation in current year.
g) Trade Payable Turnover Ratio	2.31	0.43	434%	Due to increase in credit purchase in the current year.
h) Net Capital Turnover Ratio	5.32	(0.99)	636%	Due to increase in revenue from operation in current year.
i) Net Profit Ratio	0.01	3.79	-100%	Due to exceptional Income under OTS in the Previous year.
j) Return on Capital Employed	0.13	(0.88)	115%	Due to increase in earnings before exceptional items in current year.
k) Return of Investment	(0.19)	(0.01)	-1,519%	Impairment loss on Investment in more in the current year as compared to previous year.

OPPORTUNITIES & THREATS

OPPORTUNITIES

1 INFRASTRUCTURE EXPANSION

The Indian governments substantial investments in infrastructure projects such as Bharatmala and Sagarmala are driving demand for cranes and other lifting equipment. These projects require cranes & other lifting equipment for bridge construction, port development, and large-scale infrastructure works, presenting significant growth potential.

2 GOVERNMENT INITIATIVES

Programs like the National Infrastructure Pipeline and the National Logistics Policy aim to enhance logistics efficiency and reduce operational costs. These policies are expected to spur demand for material handling equipment, including cranes, at logistics hubs, multimodal terminals, and integrated transport networks.

3 URBANIZATION AND INDUSTRIALIZATION

Rapid urbanization and the development of industrial corridors are accelerating construction activity, particularly in Tier 2 and Tier 3 cities. This trend is increasing demand for cranes in residential, commercial, and industrial construction projects.

4 TECHNOLOGICAL ADVANCEMENTS

The integration of technologies such as telematics, AI-based maintenance alerts, and autonomous operation systems is improving crane safety and performance. Manufacturers adopting these innovations can better meet the evolving needs of the construction and infrastructure sectors.

5 RENTAL MARKET GROWTH

There is a growing trend toward equipment rental, driven by the need for flexibility and cost efficiency. The crane & MHE rental market is expanding as organized rental companies offer tailored solutions and reach a wider customer base.

6 EASY CREDIT ACCESS

Government policies and subsidy-backed financial schemes are improving access to credit for equipment buyers. Loan products, low interest rates, and installment plans aligned with project cycles are encouraging mechanization and supporting market growth.

THREATS

1 ECONOMIC SLOWDOWN

A slowdown in infrastructure or construction activity can negatively impact MHE & crane demand. Delays in project approvals, reduced execution momentum, and fiscal constraints can lead to falling sales and reduced rental utilization.

2 REGULATORY CHALLENGES

Compliance with stricter emission norms and safety regulations is increasing manufacturing costs. Small and medium enterprises may struggle to keep pace, which could reduce their competitiveness and affect profitability.

3 SKILLED LABOR SHORTAGE

There is a shortage of trained operators and technicians capable of handling advanced MHE & crane systems. This can lead to inefficient equipment use, higher operational risks, and increased downtime.

4 SUPPLY CHAIN DISRUPTIONS

Global issues such as geopolitical tensions, raw material shortages, or trade wars can disrupt the supply chain for components, causing production delays and increased costs for various equipment.

5 COMPETITION FROM IMPORTS

The presence of imported cranes that are undercutting market prices presents a challenge for domestic manufacturers. Indian companies may struggle to compete with these prices, potentially resulting in loss of market share.

RISK & RISK MITIGATION FRAMEWORK

In todays increasingly complex and dynamic global environment, robust risk management is essential for ensuring the long-term sustainability and resilience of companies. As we operate amid macroeconomic volatility, geopolitical uncertainties, intense competition, and sector-specific challenges, a disciplined approach to risk identification and mitigation remains central to our strategic agenda.

GOVERNANCE STRUCTURE: OVERSIGHT AND ACCOUNTABILITY

The foundation of our risk management process is a comprehensive system designed to identify, assess, and address a broad spectrum of risks. To ensure effective oversight, we have established a dedicated Risk Management Committee at the Board level. This committee is entrusted with the ongoing review and evaluation of risk exposures across the enterprise, ensuring that risk management practices remain aligned with evolving business realities.

In addition to the Board-level committee, risk-related matters, opportunities, and mitigation strategies are regularly reviewed in management meetings at all organizational levels. Exceptional risk scenarios are promptly escalated and addressed to safeguard the Companys financial performance and reputation. Our structured Risk Management Policy underpins these efforts, ensuring a systematic and effective approach to uncertainty.

RISK MANAGEMENT METHODOLOGY

Our risk management framework is anchored in a 3-step process:

Risk	We educate stakeholders to recognize potential risks, assess their likelihood, and evaluate the possible impact on the organization, including financial implications.
Identification
Risk	Identified risks are analyzed to determine their potential effects and significance within the broader business context.
Identification
Risk Mitigation	Targeted actions are implemented to reduce or eliminate identified risks, supported by continuous monitoring to evaluate the effectiveness of mitigation measures.

KEY RISK CATEGORIES

R1 STRATEGIC AND MARKET RISKS

These risks arise from external factors beyond the Companys direct control and may influence the long-term direction and competitiveness of its business.

_ Global Economic and Geopolitical Risks: Geopolitical tensions and shifts in trade policy can disrupt supply chains, affecting the procurement of raw materials and the export of finished goods. As we expand our export operations, fluctuations in global economic conditions may impact product demand and market access.

_ Sustainability and Regulatory Trends: Growing regulatory emphasis on sustainability may require increased investments to comply with new standards, develop environmentally responsible products, and meet enhanced reporting obligations.

_ Technological Disruption: Rapid technological advancements or evolving industry standards can render existing equipment, inventory, or processes obsolete, necessitating continuous innovation.

_ Competitive Landscape: Our markets are characterized by fierce competition across pricing, quality, product development, customer service, and financing. We face challenges from established global players as well as emerging domestic and international competitors, including those from China.

_ Technology Partnerships: Our two product segments rely on licensed technologies from global partners such as Manitowoc and Hyster. This dependence introduces risks related to potential partnership discontinuation or partners establishing independent operations in India.

_ Limited Export Exposure: Our current focus on the domestic market limits our access to global revenue streams and natural currency hedging, increasing vulnerability to local market fluctuations and economic downturns.

R2 OPERATIONAL AND ORGANIZATIONAL RISKS

These risks stem from day-to-day business operations and may originate from internal or external sources, potentially impacting the companys ability to achieve its objectives.

_ Data Privacy and Intellectual Property: Safeguarding data and intellectual property is critical. Breaches can result in legal penalties, regulatory actions, financial losses, and reputational harm.

_ IT Systems and Cybersecurity: Cyber threats pose significant risks, potentially causing operational disruptions, regulatory sanctions, ransom demands, and data breaches.

_ Supply Chain and Commodity Risks: Volatility in the cost or availability of raw materials and components, supplier concentration, or disruptions can lead to production delays, quality issues, and increased expenses.

_ Environmental and Climate Risks: Environmental regulations, resource scarcity, and climate-related disruptions present ongoing challenges, including physical, transitional, and market risks.

_ Man-made and Unprecedented Events: Operational failures, industrial accidents, terrorism, and pandemics (such as COVID-19) can cause widespread disruption.

_ Criminal Activity: Incidents of criminal conduct can adversely affect operations, financial stability, and reputation.

_ Occupational Health and Safety: Ensuring a safe workplace is paramount. Inadequate management of health and safety risks can result in injuries, legal liabilities, and reputational damage.

_ Talent Management: Challenges in attracting, retaining, and developing skilled personnel, as well as limited gender diversity, can hinder the companys ability to innovate, grow, and maintain a positive reputation.

R3 FINANCIAL RISKS

These risks pertain to adverse outcomes from financial exposures, impacting the companys stability and performance.

_ Foreign Exchange Volatility: Depreciation of the Indian rupee against major currencies poses risks due to reliance on imported raw materials.

_ Interest Rate Fluctuations: Changes in interest rates can adversely affect the companys financial health and profitability.

_ Capital Adequacy: Substantial working capital requirements necessitate strong cash flows and access to financing. Any shortfall may significantly impact operations, liquidity, and financial results.

R4 LEGAL AND COMPLIANCE RISKS

These risks are associated with non-compliance with applicable laws, regulations, industry standards, or ethical norms, potentially resulting in legal penalties, financial losses, or reputational harm.

_ Regulatory Compliance: Failure to obtain, maintain, or renew necessary licenses and permits, or to adapt to rapidly evolving regulatory requirements, can negatively affect operations and financial performance.

_ Litigation and Investigations: Legal actions-including those related to management or product liability-may result in fines, sanctions, operational restrictions, or reputational damage. Ongoing or unresolved legal matters involving TIL, its former promoters, or management can have significant financial and reputational repercussions.

In summary, our comprehensive risk management framework-supported by strong governance, systematic processes, and proactive mitigation strategies-enables us to effectively navigate uncertainties and safeguard the companys long-term value and industry leadership.

INTERNAL CONTROL SYSTEMS

The establishment of comprehensive internal control systems is essential for ensuring effective governance and operational excellence within the organization. To address the unique risks and requirements of each functional department-such as Sales, Finance, Procurement, Human Resources, Production, and IT - the Company has implemented a tailored risk matrix and a suite of internal controls specific to each area.

These controls set clear boundaries and operational guidelines, ensuring that all departments operate within a defined framework of accountability and compliance. Each set of controls has been meticulously developed and rigorously reviewed by our Internal Auditor to guarantee their effectiveness and relevance.

By defining precise processes and procedures that must be strictly adhered to, our internal control systems provide the foundational structure through which the Company operates and pursues sustainable growth. The robustness of these controls minimizes the potential for deviations from established standards, thereby reinforcing consistency and integrity across all business functions.

Serving as the cornerstone of our corporate governance framework, these internal controls not only safeguard the Companys assets and interests but also enhance transparency, accountability, and long-term organizational resilience.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

As our business evolves in an increasingly dynamic and fast-paced environment, our people strategy is meticulously designed to support and accelerate growth, while meeting the rising demand for skilled and engaged talent. In tandem with the transformation of our industry landscape, we remain steadfast in our commitment to investing in our most valuable asset - our people.

Employees and workers occupy a central position in our stakeholder hierarchy. Recognizing their pivotal role in driving organizational success, we are dedicated to the continuous retention, engagement, and development of talent at every level. Our goal is to foster a workforce that is motivated, satisfied, and fully aligned with the Companys objectives, all underpinned by our core values. These values serve as the foundation of a purpose-driven organization, committed to sustainable achievement.

TIL LIMITED

We prioritize internal talent development, cultivating a culture of continuous learning and professional growth. Many of our business leaders have risen through the ranks, exemplifying our commitment to nurturing talent from within and supporting internal career progression.

To realize our people strategy, we have implemented a comprehensive suite of initiatives across five core pillars of human resources:

1 TALENT ACQUISITION

We are committed to attracting top industry talent by building a compelling employer brand and maintaining a rigorous recruitment process. Our focus extends beyond technical skills and qualifications to include alignment with our organizational culture and values.

2 TALENT RETENTION

Retaining high-performing employees is a cornerstone of our strategy. We offer competitive compensation, career advancement opportunities, and a supportive work environment to ensure our talent remains engaged and committed.

3 ENABLING WORK ENVIRONMENT

We strive to create a supportive, inclusive, and safe workplace where employees can excel. Our policies promote work-life balance, respect, and collaboration, ensuring that everyone feels valued and empowered to deliver their best performance.

4 DIVERSITY AND INCLUSION

Recognizing the unique challenges of fostering diversity in the heavy equipment manufacturing sector, we view inclusivity as both a moral imperative and a business advantage. We are committed to gender diversity, actively recruiting, retaining, and promoting women, and broadening our focus to include LGBTQIA+ inclusion and other dimensions of diversity. Our aim is to cultivate an environment where all individuals, regardless of gender identity or sexual orientation, are respected and valued.

5 INDUSTRIAL RELATIONS

Maintaining constructive industrial relations is vital to our operational effectiveness. We prioritize transparent communication and collaboration with labor unions and worker representatives. Our approach is grounded in mutual respect and open dialogue, ensuring that employees voices are heard and concerns are addressed promptly. By upholding fair labor practices and a safe work environment, we foster a committed and productive workforce, minimizing disputes and enhancing job satisfaction.

We are fully compliant with all regulatory requirements and are dedicated to being an equal opportunity employer. Our recruitment and employment practices are designed to be equitable and merit-based, ensuring that every individual has the opportunity to succeed based on their skills and potential.

Building a value-driven, performance-oriented organization is at the heart of our strategy. We focus on capability development and nurturing a robust talent pipeline to meet evolving skill and competency needs across all levels. Our initiatives include:

_ Training and Development: Regular workshops, seminars, and training sessions to enhance employee skills and knowledge.

_ Leadership Development: Targeted programs to identify and develop future leaders within the organization.

_ Performance Management: Robust systems to align individual performance with organizational objectives.

_ Succession Planning: Proactive identification and preparation of talent to ensure seamless transitions into key roles as the company continues to grow.

Through these strategic initiatives, we are committed to empowering our people, building organizational resilience, and driving sustainable success.

CAUTIONARY STATEMENT

Statements in the Management Discussion & Analysis describing the Companys objectives, projections, estimates and expectations may be ‘forward-looking statements- both written and oral within the meaning of applicable laws and regulations. Even though we have been careful in our assumptions, the actual results could differ materially from those expressed or implied. Achieving the anticipated results involves risks, uncertainties, and potentially inaccurate assumptions. Important factors that could make a difference to the Companys operations include among others, economic and market conditions affecting demand, supply and pricing conditions, climate conditions, regulatory and compliance risks, technological advancements, and other incidental factors. It is not possible to foresee or pinpoint all such risk factors; therefore, the above factors and following discussions should not be considered a comprehensive overview of all risks, uncertainties, and assumptions. While we take steps to manage these risks, there is no assurance that we can fully mitigate their potential impacts.