TVS Holdings Ltd

The Directors have the pleasure in presenting the 63^rd annual report and the audited accounts of the Company for the financial year ended 31^st March, 2025 ('financial year under review' or 'review period').

TVS Holdings Limited ('TVSHL' or 'the Company') is registered as a Core Investment Company ("CIC") pursuant to the Certificate of Registration No.N-07-00904 dated 14^th March, 2024 issued by the Reserve Bank of India ('RBI') under Section 45-IA of the Reserve Bank of India Act, 1934 and Master Direction-Core Investment Companies (Reserve Bank) Directions 2016 as amended ("RBI Master Directions") to carry on the business of NBFC-CIC without accepting public deposits.

The RBI vide its notification dated October 22, 2021, had introduced an integrated regulatory framework for NBFCs under "Scale Based Regulation ('SBR'), a Revised Regulatory Framework for NBFCs". The SBR framework encompasses different facets of regulation of NBFCs covering capital requirements, governance standards, prudential regulation, etc. Under the SBR framework, NBFCs are divided into four layers viz., top layer, upper layer, middle layer and base layer based on the size, activity and perceived riskiness. The Company being CIC falls under the category of Middle Layer NBFC ('NBFC-ML').

The key updates during the period under review from the regulatory compliance perspective are provided below:

RBI had stipulated certain conditions upon grant of registration to the Company as a CIC which inter-alia included, winding up trading in automotive spare parts by April 2025. Accordingly, during the financial year 2024-25, the Company had discontinued the aforementioned activity.

Further, Clause III-Object clause of the MoA of the Company contained primarily the description of objects carried out by the Company prior to the Demerger of its manufacturing division. During the financial year under review, Clause III-Object clause of the MoA has been substituted and replaced as Clause 3 (a) with new objects reflecting only the activities of a Core Investment Company and removed all clauses in relation to its erstwhile manufacturing and related businesses.

The erstwhile Memorandum of Association (MoA) and Articles of Association (AoA) of the Company were initially adopted in accordance with the Companies Act, 1956 and amended as necessary from time to time. The Companies Act, 2013 introduced a new format for the MoA and AoA for companies limited by shares, as outlined in Table A and Table F, respectively of Schedule I. To comply with the Companies Act, 2013, the Company has substituted and replaced its MoA and AoA during the financial year under review.

Post the amendments to the Memorandum of Association (MoA) of the Company on October 15, 2024, which included changes to the main objects to reflect the activities of CIC, the Company filed the necessary forms with the Ministry of Corporate Affairs (MCA) to register the change in the object clause of the MoA and received necessary approval for the changes.

Subsequent to the change in the main object, the Corporate Identification Number (CIN) of the Company has been updated to L64200TN1962PLC004792 to reflect the updated business activity code related to its operations as a CIC.

During the period under review, the Company had submitted an application to BSE Limited and the National Stock Exchange of India Limited (collectively, the "Stock Exchanges") for the reclassification of T.V. Sundram Iyengar & Sons Private Limited ("Outgoing Promoter") from the "Promoter" category to the "Public" category under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

On November 29, 2024, approvals from the Stock Exchanges were received by the Company for this reclassification. Consequently, T.V. Sundram Iyengar & Sons Private Limited has been reclassified from the "Promoter" category to the "Public" category based on the approval received from the Stock Exchanges.

Note:

• 2023-24 financials included income from Trading business for the whole year and Die casting business upto 10^th August, 2023 pursuant to demerger and giving effect to Composite Scheme of Arrangement amongst the Company and TVS Holdings Private Limited and VS Investments Private Limited and Sundaram-Clayton Limited (Formerly known as Sundaram-Clayton DCD Limited) and their respective shareholders and creditors as approved by the Hon'ble National Company Law Tribunal, Chennai Bench vide its Order dated 6^th March, 2023 and hence not comparable with the current year.

The Company has been essentially a holding and investment company and does not have any other operations of its own. The Company's revenue primarily comprises of dividend income from investments held in group companies. RBI had stipulated certain conditions upon grant of registration to the Company as a CIC which included, inter-alia, winding up of trading in automotive spare parts business by April 2025. The Company has wound up its business of trading in automotive spare parts in compliance with the aforesaid condition stipulated by the RBI effective 10^th October, 2024.

More details about the Company and its investments are dealt in the subsequent sections of the report.

The Board of Directors of the Company (the Board) declared an interim dividend of Rs. 93/- per share (1,860%) on 2,02,32,104 equity shares of Rs.5/- each for the year FY25 absorbing a sum of Rs.188 Cr on 24^th March, 2025. The same was paid on 17^th April, 2025.

The Board does not recommend any further dividend for the year 2024-25 under consideration. The dividend pay-out is in accordance with the Company's Dividend Distribution Policy approved by the Board and in accordance with the Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016 (as amended from time to time).

For the financial year ended 31^st March, 2025 an amount of Rs. 70.43 Cr was transferred to Statutory Reserve in terms of Section 45-IC of the Reserve Bank of India Act, 1934.

A resurgence in rural demand, fuelled by improved agricultural prospects, is expected to have driven private consumption and boosted India's economic growth in fiscal 2025. Services activity is likely to have remained stable.

The National Statistical Office (NSO) and the International Monetary Fund (IMF) have projected a 6.5% growth in India's gross domestic product (GDP) in fiscal 2025, with the latter forecasting India to remain one of the fastest-growing economies.

According to NSO, India's real gross value added (GVA) grew 6.4% in fiscal 2025, compared with 8.6% in fiscal 2024. The financial, real estate and professional services sector maintained a dominant share in terms of sectoral composition of nominal GVA, growing 7.2% in fiscal 2025.

One of the key drivers of growth in fiscal 2025 was softer headline consumer price inflation, which is estimated to have declined to 4.7% from 5.4% in fiscal 2024, owing to lower food inflation. However, edible oils became a concern in the latter part of the fiscal, impacted by high global prices, import duties and a weaker currency.

In fiscal 2026, it is forecasted that India's GDP would hold steady at 6.5%, assuming normal monsoon and stable commodity prices. Private consumption is expected to continue its recovery, while investment growth will depend on private sector capital expenditure (capex). However, the growth pickup is expected to be moderate due to a lower fiscal stimulus.

Private consumption is expected to improve further on expectation of healthy agricultural production and cooling food inflation. Softer food inflation should allow discretionary spending.

Additionally, some easing in the Reserve Bank of India's (RBI) monetary policy is expected to support discretionary consumption. In February 2025, the RBI cut its policy rates by 25 basis points (bps)-its first since May 2020-prompted by easing inflation and slowing economic growth. This was followed by a further 25 bps cut in April 2025, bringing the repo rate down to 6.00%. The Monetary Policy Committee (MPC) shifted its stance from neutral to accommodative, citing benign inflation prospects and moderate demand growth. However, it remains cautious about the challenging global economic landscape, emphasizing the need for continuous monitoring and assessment, as well as proactive use of liquidity management tools to mitigate the impact of global market volatility.

Tariff hikes have also increased the uncertainty of the US Federal Reserve's monetary policy path, which could keep financial conditions volatile. Tariffs have added upside risks to inflation and downside risks to growth in the US. On domestic front, in line with the accommodative stance by the MPC, two more rate cuts of 25 bps each are expected in fiscal 2026.

The Central Bank's recent measures to improve liquidity and relax regulations for non-banking financial companies or NBFCs (reversal of the 25% increase in risk weight on banks' exposure to NBFCs) are expected to facilitate the transmission of the benefits of easier monetary policy to the broader economy.

India's growth rate is normalising towards its medium-term trend. Growth in fiscal 2026 will be supported by the following factors:

• The Government's capex is budgeted at 3.1% of GDP at Rs. 11.2 lakh crore, up 10% from Rs. 10.2 lakh crore in fiscal 2025

• Healthy domestic consumption, particularly in fast-moving consumer goods, consumer durables and two-wheelers

• The Government has reduced the income tax rates under the new tax regime, potentially increasing disposable income in the hands of the middle class. Tax slabs have also been revised, potentially reducing the tax burden across income levels

• The policy rate cuts by the RBI are expected to mildly support consumption, as these will gradually get transmitted to other interest rates in the economy, thus lowering borrowing costs

• Along with measures to spur consumption in the short term, the Union Budget 2025-26 also looks to improve employment and skilling, which will help boost permanent incomes and consumption in the medium-to-long term.

The two-wheeler industry, comprising motorcycles, scooters, mopeds, and electric vehicles (EVs), recorded an estimated 7-9% growth in sales in Fiscal 2025, reaching approximately 20 million units, which is 94% of the pre-COVID-19 levels of Fiscal 2019. The growth in sales was largely driven by the rural market, which benefited from a boost in consumer sentiment due to an aboveaverage monsoon season, coupled with increased Minimum Support Prices (MSPs) across crops. The introduction of new models, particularly in the EV segment, also played a significant role in driving growth. However, sales began to slow down from December 2024 onwards, as dealers faced pressure from high inventory levels and concerns over financing.

The two-wheeler segment is yet to reach pre-COVID-19 levels, unlike other automobile sectors, due to the sharp jump in costs between Fiscals 2019 and 2023, resulting from regulatory and safety norms that particularly impacted the entry-level motorcycle segment. Looking ahead, sales are expected to continue growing in Fiscal 2026, driven by the launch of new models, increasing demand for EVs, and potential improvements in rural and corporate incomes, aided by a cut in interest rates and the new tax slabs announced in the Union Budget, which are likely to leave more disposable income in the hands of potential two-wheeler buyers, providing an additional catalyst for growth.

In Fiscal 2025, three-wheeler sales in India are estimated to reach 7.3 lakh units, reflecting a decline of 1-3% over a high base of Fiscal 2024, which grew by 52%. Despite healthy replacement demand from sales of Fiscal 2018-2019, the general slowdown in sales of commercial vehicles due to slower government spending, along with weaker consumer sentiments, affected three-wheeler sales as well. Additionally, tightened credit norms and higher borrowing costs, which have made financing more challenging for buyers, impacted sales.

Three-wheeler sales are projected to pick up in Fiscal 2026 by 3-5%, owing to better economic performance, powered by higher government spending, improved consumer sentiments, and better financing conditions due to repo rate cuts and an improvement in the supply of electric three-wheelers.

Source: Company Reports, Society of Indian Automobile Manufacturers (SIAM), Crisil Intelligence Systemic credit to witness steady growth in fiscal 2026.

In fiscal 2025, India's systemic credit, comprising banks and non-banks, expanded about 15%. Retail segments continued to drive credit growth, although the unsecured lending segment normalised from an elevated base. The RBI's vigilant oversight and risk-weights circular on consumer loans tempered growth in unsecured portfolios, ensuring a more measured pace of expansion.

Systemic credit is expected to accelerate at a CAGR of 14-15% between fiscals 2025 and 2027. The wholesale and secured retail segments, such as housing and vehicle loans, are poised to be the primary drivers of overall credit expansion in the near term. However, unsecured retail loans, including personal loans and microfinance, pose a downside risk, due to the prevailing asset quality concerns, which will require close monitoring.

NBFCs have been a crucial part of India's financial ecosystem, bridging the credit gap in underserved areas. Their significance is underscored by their share in systemic credit (comprising banks and NBFCs) increasing by over 150 bps since fiscal 2020 to reach an estimated 23.2% as of March 2025.

Driven by their targeted focus on retail segments, NBFCs continue to outpace the overall systemic credit, clocking a CAGR of 14% between fiscals 2020 and 2025. In fiscal 2025, the retail segment saw strong expansion in secured asset classes, while the unsecured lending segments normalised from an elevated base. As a result, NBFCs expanded their outstanding credit by 16-18% on-year in fiscal 2025 and are expected to grow at a similar pace in fiscal 2026.

Credit growth momentum was sustained in fiscal 2024, driven by robust demand from key retail segments, building on the recovery in fiscal 2023 to pre-pandemic levels. The share of retail credit increased to 48% in fiscal 2024 from 42% in fiscal 2020. However, the credit market witnessed a shift from unsecured to secured asset classes in fiscal 2025, owing to concerns over asset quality in the former. As a result, the retail segment's share in the lending mix fell slightly to 47%, while the wholesale segment's share increased to 53%.

e- estimate, p- piojecteu Note:

1) Retail includes housing, vehicle, gold, microfinance, personal, consumer durables and education loans

2) Wholesale includes micro, small and medium enterprises, real estate and large corporate, infrastructure and construction equipment loans

Source: Industry, company reports, RBI, Crisil Intelligence Within retail credit, the growth of NBFCs' vehicle finance portfolio moderated to 16-17% on-year in fiscal 2025 from 25% in fiscal 2024. The moderation was driven by a decline in the commercial vehicles segment, partially offset by growth in tractor and two-wheeler sales, led by improved rural sentiment. NBFCs' vehicle finance portfolio is expected to experience a modest uptick in fiscal 2026, aided by improving market sentiment and supported by the easing of domestic interest rates, following the RBI's 50 bps repo rate cut between February and April 2025, with further rate cuts anticipated in fiscal 2026.

The housing credit growth remained steady at 13-14% on-year in fiscal 2025, reflecting broader economic moderation and elevated interest rates. Nevertheless, the sector remained resilient, buoyed by rising disposable incomes, robust demand and stable property prices.

NBFCs' credit growth in the personal loan segment moderated to 22-24% on-year in fiscal 2025 from 39% in fiscal 2024 due to heightened concerns over asset quality, mainly on account of overleveraging, marked by a decline in unique borrowers in the past two years. The segment's small-ticket loans were particularly vulnerable to delinquencies and overleveraging. In response, the RBI took proactive measures, including increasing risk weights, which, in turn, led lenders to exercise caution and slow down disbursements to the segment.

NBFCs' consumer durable financing portfolio grew 23-25% in fiscal 2025, fueled by strong mobile phone sales, higher credit penetration and the rise of fintech players. The tax relief announced in the budget for fiscal 2026 is expected to boost retail consumption and demand, driving credit growth in the consumer durable financing segment in fiscal 2026.

As a CIC, the Company holds investments in equity shares of TVS Motor Company Ltd (TVSM) and has a presence in the financial services sector through its step-down subsidiary, TVS Credit Services Ltd, classified as a middle-layer NBFC. In fiscal 2025, the Company expanded its financial services footprint by acquiring an 80.74% equity stake in Home Credit India Finance Private Ltd, classified as a middle-layer NBFC, making it a subsidiary. The strategic acquisition has further bolstered the Company's position in the financial services sector.

India's retail credit market presents a significant opportunity, as reflected in its relatively low household credit-to-GDP ratio of 43% as of the first half of calendar year 2024, compared with 62% in China, 71% in the United States and 78% in the United Kingdom (Source: Bank for International Settlements).

Amid financial awareness and inclusion growth, driven by government initiatives and increasing access to credit for underserved populations, credit penetration in India is poised to expand. The expansion is expected to be aided by the retail credit segment. Furthermore, as disposable incomes rise and financial health improves, consumers are increasingly seeking to upgrade their lifestyle, driving demand for credit to finance discretionary purchases such as vehicles and consumer durables.

Inflation is expected to be more subdued in fiscal 2026 compared to the previous year. Favorable weather forecasts from Skymet, which predict a normal monsoon, are likely to help contain food inflation. Additionally, softer international crude oil and commodity prices are anticipated to ease non-food inflationary pressures. The recent surge in US tariffs poses a risk of dumping in the Indian market, which could impact domestic prices. Moreover, the threat of extreme weather events, exacerbated by climate change, remains a concern. Overall, the easing inflationary pressures have created space for the RBI to consider supporting economic growth through monetary policy easing.

Meanwhile, the considerable outflow of foreign portfolio investments and the rupee's sharp volatility against the US dollar have led to a liquidity drain in the banking system. The rupee moved to Rs.87.40 on February 28, 2025 from Rs. 83.81 to the dollar on October 1, 2024, before appreciating to Rs.85.65 on April 3, 2025.

This is against an annual depreciation of 1-2% seen over the preceding two years through September 2024. Nevertheless, the RBI maintains ample forex reserves to cushion domestic markets from excess volatility and is expected to continue using its liquidity and foreign exchange tools to support financial conditions.

We realize the importance of effective risk management in achieving business objectives. To this end, we have developed a comprehensive, customized Risk Management Policy that is approved by our Board of Directors. The policy outlines our risk strategy, approach and mitigation plans, including liquidity risk and asset-liability management to ensure we are well-equipped to identify, assess, monitor and address a wide range of risks.

As a registered core investment company (CIC), our operations are focused on investments within our group companies. The policy is closely aligned with our business operations and designed to foster a risk-intelligent culture that enables informed decisionmaking and enhances our resilience in the face of adverse developments. Our goal is to create value for all stakeholders by seizing opportunities and managing risks effectively.

To ensure robust risk oversight, we have established a dedicated Risk Management Committee, in compliance with the Securities and Exchange Board of India Listing Regulations and RBI Master Directions. The Committee is responsible for monitoring risks and implementing necessary mitigation measures. It works closely with our Audit Committee to conduct detailed reviews of risks related to internal controls, compliance and systems. Additionally, the Board of Directors conducts regular reviews of all risks, including those related to investments to ensure a proactive and comprehensive approach to risk management.

The policy reflects the Company's commitment to upholding the highest standards of regulatory compliance, safeguarding the interests of its stakeholders and promoting a culture of risk awareness and prudent decision-making. By navigating challenges effectively and maximising opportunities for sustainable growth, the Company aims to deliver long-term value to its stakeholders and maintain its position as a trusted and responsible business leader.

As on March 31,2025, the Company had 56 employees, responsible for managing and administering the business operations.

The Board is responsible for evaluating and approving the effectiveness of the Company's internal controls, which encompass financial, operational, and compliance aspects. To ensure the integrity of its assets and accuracy of financial transactions, the Company has established a robust internal control system that provides reasonable assurance against loss, unauthorised use or misappropriation.

The internal control system is subject to continuous evaluation and improvement to ensure its effectiveness in supporting the Company's financial reporting, operational efficiency and compliance with legal and regulatory requirements. The Company prioritises the reliability of financial reporting and adheres to the highest standards of transparency and accountability.

The Audit Committee plays a critical role in overseeing the effectiveness of internal controls, leveraging new technologies to inform financial controls and risk management. The Committee's oversight ensures that the Company's internal control framework, which includes internal controls over financial reporting and operating controls are regularly reviewed and tested by both an independent audit firm and the internal audit team. The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively.

In August 2020, the RBI introduced a revised framework for registered CICs to mitigate systemic risks arising from the interconnectedness of CICs and their group companies. The revised framework mandates systemically important CICs to establish a policy for continuously assessing the 'fit and proper' status of their directors and to submit periodic reports to the RBI, thereby enhancing oversight and promoting good corporate governance.

To boost transparency and disclosure, the RBI's revised framework requires CICs to prepare consolidated financial statements, in accordance with the Companies Act, 2013, providing a comprehensive view of the group's financials. Additionally, CICs must maintain a functional website that includes their annual and corporate governance reports, management discussion and analysis, as well as information on the adequacy of internal controls.

In October 2021, the RBI introduced additional classification for NBFCs under the Scale Based Regulation framework into four categories i.e Base Layer (NBFC-BL), Middle Layer (NBFC-ML), Upper Layer (NBFC-UL) and Top Layer (NBFC-TL), based on their size, activity and perceived riskiness. Based on this, NBFC-CICs will be classified as either middle layer (which includes all deposittaking NBFCs, regardless of asset size and non-deposit-taking NBFCs with assets of Rs. 1,000 crore or more) or upper layer (which comprises NBFCs identified by the RBI as requiring enhanced regulatory oversight based on specific parameters and scoring methodology, as well as the top 10 NBFCs by asset size, which will always feature in the upper layer).

Accordingly, TVS Holdings is classified as a middle-layer NBFC.

The Company has ensured adherence to all the applicable regulatory requirements and guidelines relevant to its business processes.

Statements in the Management Discussion and Analysis Report describing the Company's objectives, projections, estimates and expectations may be 'forward looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include, amongst others, economic conditions affecting demand/supply and price conditions in the domestic and overseas market in which the Company operates, changes in the Government Regulations, Tax Laws and Other Statues and incidental factors.

The Company being an investment company does not carry on any business other than holding investments in its group companies. Dividend receipts from investee companies is the primary source of income. Key ratios of the Company are given in the table below:

* The increase in net profit margin during the year is primarily attributable due to the demerger of manufacturing activities as a part of Composite Scheme of Arrangement in the previous year, resulting in a significantly lower cost structure. However, the Company's profitability for the period was maintained through income from brand management fees, interest, dividend and profit on sale of investment.

The Company issued and allotted 65,000 Senior, Rated, Unsecured, Listed, Redeemable and Non-Convertible Debentures of the face value of INR 1 Lakh each ("NCDs"), aggregating to INR 650 Crores at 8.65% on private placement basis on 7^th June, 2024. The NCDs were listed with NSE on 11^th June, 2024 and will mature on 7^th June, 2029.

Further, the Company issued and allotted 30,000 Senior, Rated, Unsecured, Listed, Redeemable, Non-Convertible Debentures of the face value of INR 1 Lakh each ("NCDs") aggregating to INR 300 Crores at 8.75% on 22^nd January, 2025. The NCDs were listed with NSE on 27^th January, 2025 and will mature on 22^nd January, 2030.

The Company recognizes social responsibility as an integral and a critical part of its value system. Srinivasan Services Trust (SST), the CSR arm of TVS Holdings Limited, has been successfully driving positive change in rural communities.

In the last 29 years, SST's model has matured into one centred on community participation in all its projects. Today, SST works in 2,500 villages in the country. It follows an integrated, holistic and participatory approach to village development, working very closely with the communities and the government.

SST's focus is to bring about sustainable development in villages through Total Community Involvement (TCI). Society building through the development of women and children, conserving water, providing holistic health and education by renovating the government infrastructure and preserving the environment are its focus areas. SST nudges communities to embrace practices towards a better quality of life by ensuring a participatory approach right from planning to execution of activities.

More than 60,000 women across the country have been organised into Self-Help Groups (SHGs), which empower the women socially and economically. Today, more than Rs. 100 Crores of income is being generated annually by the women in Self-Help Groups.

In 2024-25, 9 SHGs facilitated by SST have been honoured with the district level prestigious Manimegalai Award introduced by Government of Tamil Nadu for empowering women and fostering economic growth.

SST has so far renovated more than 2000 government infrastructures, which includes anganwadis, schools, health centers and veterinary centers. Adopting this holistic integrated village development model, SST has partnered with organizations like Gramalaya, Agastya International Foundation, Villmart Education, Navsahyog Foundation, Shreeja Mahila Milk Producer Company, National Bank for Agriculture and Rural Development (NABARD) and Sankara Eye Foundation to create impact in the villages it serves.

SST has ensured that more than 25,000 farmers have been benefitted by its water conservation projects like building and repairing water conservation structures, desilting tanks and channels and creating percolation ponds. Today, across the country, over 400 water conservation projects have been implemented by SST. This has created an additional water storage capacity of 154 crore litres.

SST also ensures last mile connectivity for the government social security, agriculture and livestock schemes to reach the unreached and underserved. Apart from renovating the government health centers and conducting regular medical camps, SST runs 7 medical centers and 2 mobile medical vans in its working areas. Today, due to SST's interventions, more than 2 lakh patients annually have access to health care facilities.

SST has also afforested barren hillocks of over 14000 acres, in the last 3 decades. SST is working with Tata Institute of Social Sciences (TISS), 4th Wheel Social Impact, Institute of Rural Management Anand (IRMA) and Chrysalis services to carry out social impact studies for the various projects it is undertaking in its working areas.

SST has won the following awards in FY25:

• 1^st place for its 'Learning & development' best practice at the 27^th NHRD National conference & 13^th HR Showcase at Bengaluru on Feb 7-8, 2025.

• The CSR Universe Social Impact Awards 2024 under the 'Health' category for impactful health services to rural communities through SST Health Centres, Mobile Medical Vans, Health camps.

• The Gold award for 'Excellence in HR Digital transformation' at the Economic Times Human Capital Awards MENA 2024.

• The CSR & Sustainability Award 2023 under the category of Excellence in Providing Healthcare Services by ASSOCHAM (The Associated Chambers of Commerce and Industry of India).

As required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual Report on CSR, containing the particulars of the projects/programmes approved and recommended by the CSR Committee and approved by the Board for the financial year 2024-25 are given by way of Annexure III attached to this Report. It may also be noted that the CSR Committee has approved the projects or programmes to be undertaken by the SST and other eligible trusts for the year 2025-26, preferably in local areas including the manner of execution, modalities of utilisation of funds and implementation schedules and also monitoring and reporting mechanism for the projects or programmes, as required under the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the financial year under review, Rs. 950 Crs have been mobilised by way of issuance of Listed Non-Convertible Debentures (NCD).

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 (the Act, 2013) with respect to Directors' Responsibility Statement, it is hereby stated -

(i) that in the preparation of annual accounts for the financial year ended 31^st March, 2025, the applicable Accounting Standards had been followed and there were no material departures from the same;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were 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 the year under review;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts for the financial year ended 31^st March, 2025 on a "going concern basis";

(v) that the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year under review, the Company had made the following acquisitions and disinvestments:

• Acquired 80.74% stake in Home Credit Indian Finance Private Limited (HCIFPL) on 3^rd February, 2025 and consequently, HCIFPL became a subsidiary of the Company effective that date. Subsequent to the same, the Company has acquired additional stake of 0.30% in HCIFPL, by way of subscription to 3,63,23,290 equity shares of Rs. 10/- each thereby aggregating to 81.04 % stake as at 31^st March, 2025.

• Acquired 100% stake in TVS Digital Limited (TVSD), thereby TVSD became a wholly owned subsidiary effective 16^th September, 2024.

• Acquired additionally 10.74% in TVS Emerald Limited (TVSE) (Formerly known as Emerald Haven Realty Limited) on 3^rd May 2024, thereby TVSE became a wholly owned subsidiary effective that day alongwith its subsidiaries which became step-down subsidiaries of the Company until the time of its 100% disinvestment by the Company effective 31^st December, 2024.

As on 31^st March 2025, the following companies and bodies corporate were the subsidiaries/associates of the Company:

1. TVS Motor Company Limited (TVSM), Chennai

2. TVS Digital Limited, Chennai (from 16^th September 2024)

3. Home Credit India Finance Private Limited, New Delhi (from 3^rd February, 2025)

4. TVS Holdings (Singapore) Pte Limited, Singapore

1. TVS Credit Services Limited (TVS CS), Chennai

2. Sundaram Auto Components Limited (SACL), Chennai

3. TVS Motor Services Limited, Chennai

4. TVS Electric Mobility Ltd, Chennai

5. PT TVS Motor Company Indonesia, Jakarta.

6. TVS Motor (Singapore) Pte. Limited, Singapore (TVSM Singapore)

7. TVS Motor Company (Europe) B.V., Amsterdam

8. TVS Motor Company DMCC, Dubai [from 27^th June, 2024]

9. DriveX Mobility Private Limited, Coimbatore [from 23^rd December, 2024]

1. Harita ARC Private Limited, Chennai

2. TVS Housing Finance Private Limited, Chennai

3. Harita Two-wheeler Mall Private Limited, Chennai

1. The Norton Motorcycles Co Limited, UK

2. Swiss E-Mobility Group (Holding) AG, Switzerland (SEMG)

3. The GO Corporation, Switzerland

4. Celerity Motor GmbH, Germany

5. EBCO Limited, UK

6. TVS Digital Pte Ltd, Singapore

1. EGO Movement, Stuttgart GmbH, Germany

1. Swiss E-Mobility Group (Schweiz), Switzerland

2. Swiss E-Mobility Group (Osterreich) GmbH, Austria

3. Colag E-Mobility GmbH, Germany

4. Alexand'Ro Edouard'O Passion Velo Sari, Switzerland

1. TVS Training & Services Limited, Chennai

1. Ultraviolette Automotive Private Limited, Bengaluru

1. Killwatt GmbH, Germany

1. Predictronics Corp., USA

2. Altizon Inc, USA

TVSM is engaged in the business of manufacturing two and three- wheelers. During the year 2024-25, TVSM's total revenue including other income was Rs. 36,909.33 Cr and earned a profit after tax of Rs. 2,710.54 Cr. TVSM for the year 2024-25, declared and paid an interim dividend of Rs. 10 per share (1000%) absorbing a sum of Rs. 475 Cr on 47,50,87,114 equity shares of Rs. 1 each.

TVSM has proposed to issue 4 bonus Non-Convertible Redeemable Preference Shares (NCRPS) of face value of INR 10 each fully paid up, for every 1 equity share of INR 1 each fully paid up held by equity shareholder of the Company, which will be listed on both the Stock Exchanges viz., BSE Limited and National Stock Exchange of India Limited through a Scheme of Arrangement.

TVSM has filed the petition along with the approval of the shareholders' before Hon'ble National Company Law Tribunal for seeking final sanction of the scheme in relation to the issuance of bonus NCRPS and the same is awaited.

HCIFPL is engaged in the business of providing unsecured loans and is one of the leading players in the consumer financing market and the personal loans segment. The Company completed the acquisition of HCIFPL on 3^rd February 2025 and HCIFPL's total revenue during the year was Rs. 2101 Cr and Loss After Tax was Rs. 530 Cr. This includes a one-time impact arising from the de-recognition reversal of deferred tax assets created on brought-forward losses and other disallowances.

TVS Digital Limited (Formerly known as TVS Housing Limited) became a wholly owned subsidiary of the Company effective 16^th September 2024.

TVS Digital Limited carry on the business activities relating to Digital/Information Technology and other related services.

TVS Digital generated a total revenue of Rs. 27.85 Cr during the year and Profit Before Tax was Rs. 0.67 Cr.

The Company was incorporated on 11^th January, 2024 to carry out overseas business acquisitions and investments. The Company has not commenced any business activity as on date.

TVS CS is the retail finance arm of TVSM for financing of two wheelers, used cars, used and new tractors, used commercial vehicles, consumer durables, digital finance products, emerging and corporate business loans and personal loans. Along with these, it started offering gold loans during this FY. TVS CS primarily caters to self-employed, new to credit borrowers in the semi-urban and rural areas in India.

During FY 2024-25, TVS CS's overall disbursements registered at Rs. 26,301 crore as compared to Rs. 25,108 crore in the previous year registering growth of 5%.

The book size of TVS CS registered a growth of 3% and is presently at around Rs. 26,647 crore. Total income during the FY 2024-25 grew by 14% at Rs. 6,630 crore from Rs. 5,795 crore during FY 2023-24. The PBT grew by 35% at Rs. 1,025 crore as against Rs. 762 crore during the previous year.

The following companies are the subsidiaries of TVS CS:

• Harita ARC Private Limited, Chennai

• Harita Two-wheeler Mall Private Limited, Chennai

• TVS Housing Finance Private Limited, Chennai

All the above subsidiaries are yet to commence their operations.

During the year under review, SACL, a wholly owned subsidiary of the TVSM, completed the sale of its injection moulded plastic component solutions division on 31^st January 2025 and business of manufacturing of seats for two-wheelers on 22^nd March 2025 as a going concern on a slump sale basis.

SACL earned a profit before tax of Rs. 15.5 crore including gain on sale of the undertakings during FY 2024-25 as against profit of Rs. 29 crore in the previous year. SACL declared a interim dividend of Rs. 84/- per share on 1,19,37,422 equity shares of Rs. 10/- each for the year ended 31^st March 2025 absorbing a sum of Rs. 100.27 crore.

TVS MS was initially the investment Special Purpose Vehicle (SPV) of TVSM, for funding TVS Credit Services Limited (TVS CS). TVS MS continues to be a wholly owned subsidiary of the TVSM.

The Company was incorporated to undertake Electric Mobility business.

The entire shares of TVSEM have been subscribed by TVSM and hence, TVSEM is a wholly owned subsidiary of the TVSM. The Company is yet to commence its operations.

During the year under review, DriveX has become a subsidiary of TVSM and thereby the Company effective 23^rd December 2024.

DriveX Mobility Private Limited (DriveX') is engaged in the business of procurement, refurbishment and retailing of the pre-owned multibrand two-wheeler motorcycles and scooters through its own stores (COCO) and through its franchisee dealers (FOFO). DriveX is also engaged in trading of spare parts, accessories and engine oils for two-wheelers. DriveX presently has 8 COCOs and around 50 FOFOs. DriveX has presence across India through its FOFOs but predominantly operates in the Southern part of India spreading Karnataka, Tamil Nadu and Pondicherry. DriveX has 2 refurbishment centres located in Hosur and Coimbatore.

During FY 2024-25, the Company earned revenue of Rs. 61 crore against revenue of Rs. 36.6 crore for FY 2023-24.

TVS Motor Company (Europe) B.V. was incorporated with a view to serve as special purpose vehicle for making and protecting the investments made in overseas operations of PT TVS.

TVS Motor (Singapore) Pte Limited, is a wholly owned subsidiary of TVSM. During the year, TVSM has invested a sum of Rs.175.84 million in the ordinary shares.

The Company serves as a special vehicle for investments made in overseas subsidiaries/associates.

TVSM has incorporated a wholly owned subsidiary in Dubai viz., TVS Motor Company DMCC, Dubai ('TVSM DMCC') on 27^th June 2024. The purpose of this subsidiary is to leverage and grow the international business by efficiently serving the MENA (Middle East and North Africa) region.

TVS Digital Pte Limited, Singapore is a wholly owned subsidiary of TVS Motor (Singapore) Pte. Ltd. The Digital start-up offers a range of solutions across their Autotech and Fintech platforms.

During FY 2024-25, the Company earned revenue of Rs. 8.93 crore against revenue of Rs. 14.28 crore for FY 2023-24. The Company incurred a net loss of Rs. 69.25 crore during FY 2024-25 as against a net loss of Rs. 67.68 crore in the previous year.

During the financial year, PT TVS two-wheeler sales grew by 19.3%, standing at 0.14 million units as against 0.12 million units during the previous financial year, and three-wheeler sales is at 4,727 units as against 6,949 units during the previous financial year. During the year PT TVS reported operating EBITDA of Rs.8 million as against Rs.8.3 million during the last year

The Swiss E-Mobility Group (Holding) AG (SEMG), a wholly owned subsidiary of TVS Motor (Singapore) Pte Ltd, along with its subsidiaries Swiss E-Mobility Group (Schweiz) AG, Switzerland, Swiss E-Mobility Group (Osterreich) GmbH, Austria, Colag E-Mobility GmbH, Germany and Alexand'Ro Edouard'O Passion Velo Sarl, operates in the DACH (Germany, Austria and Switzerland) region with a focus on e-bikes through its retail chain, m-way, and two e-commerce platforms. SEMG offers a diverse range of e-bike brands, including Cilo, Simpel, and Allegro, and holds about 16% market share in Switzerland.

In CY 2024, SEMG reported revenues of CHF 57.3 million amidst tough market conditions in Europe. For CY2026, the Company aims to enhance operational efficiency and expand its B2C and B2B segments, launching new products for the European and International markets.

SEMG is adapting to trends in personal mobility by promoting various e-bike categories, such as e-city, e-urban, e-trekking, e-mountain, and e-cargo bikes. SEMG's strategic initiatives position it well to become a profitable player in the sustainable transportation sector.

The GO AG is a Swiss technology company providing innovative mobility solutions through a portfolio of e-bikes, e-cargo bikes and matching accessories.

In CY2024, the GO Corporation group reported a revenue of CHF 3.19 million as against a revenue of CHF 4.9 million in CY2023. In CY2025, GO AG is proposing to launch new products under its EGO MOVEMENT brand for European and International markets.

During the year, the GO AG has become a wholly owned subsidiary of TVS Motor (Singapore) Pte Limited on its acquisition of the remaining stake from the existing shareholder.

EBCO Ltd., a British company providing mobility solutions through e-bikes across the Adventure, Urban and City bikes segments. EBCO offers innovative and high-quality e-bikes in the UK market.

During FY 2024-25, EBCO reported a revenue of GBP 1.14 million as against GBP 0.8 million during FY 2023-24. The business remains affected by the overall market conditions and excess inventory in the industry. With its actions on reducing inventory, the introduction of new products and adding retail partners, EBCO is well placed to capture additional market share in FY 2025-26.

During the year, EBCO has become a wholly owned subsidiary of TVS Motor (Singapore) Pte Limited on its acquisition of the remaining stake from the existing shareholder.

The market for e-bikes represents 30% of all bicycles sold in Europe. CY 2025 is expected to be a transition year with growth returning in CY 2026 as the industry continues to address challenges of excess inventory and excessive discounting. The revenue from sales of E-bikes is expected to reach Rs.23 billion by 2029 growing at a CAGR of approximately 4%. Over the past decade, the personal mobility landscape has evolved significantly with the global sustainability agenda, increasing urbanisation and advancement in battery technology.

Since acquiring Norton in 2020, the Company has established a strong foundation by setting up a state-of-the-art facility and a dedicated engineering and design centre to drive Norton's growth. In FY 2023-24, Norton celebrated its 125-year legacy with the launch of special edition models.

The premium and super-premium motorcycle markets are expected to see consistent growth, and Norton is positioning itself as a formidable player with a robust product pipeline nearing market readiness.

Over the next eight quarters, the Company will continue to invest strategically, leveraging its engineering, design, development, and supply chain capabilities to deliver high-quality products efficiently and cost effectively.

TVSM has committed investment in new product development, facilities, research and development and world-class quality engineering. The new Norton motorcycles will follow the Company's philosophy of 'Design, Dynamism, and Detail'. Exciting product launches are being planned, with six new models planned over the next three years. As part of this, Norton is preparing for international expansion with an initial focus on USA, Germany, France, Italy and India.

TVS TS is engaged in the business of providing technical, vocational training and man power supply to various industries and is participating in the National Skill Development Projects.

During the year, TVS TS earned an income of Rs. 164 Cr and loss for the year ended 31^st March, 2025 was Rs. 2.14 Cr.

The consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 along with a separate statement containing the salient features of the financial performance of subsidiaries/associates in the prescribed form. The audited consolidated financial statements together with the Auditors' Report form part of the Annual Report.

The financial statements of the subsidiary companies will be made available to the Shareholders, on receipt of a request from any Shareholder. The financial statements of the subsidiaries have also been placed on the website of the Company. This will also be available for inspection by the Shareholders during business hours as mentioned in the Notice of AGM.

The consolidated Profit Before Tax of the Company and its subsidiaries & associates amounted to Rs. 3,616.12 Cr for the financial year 2024-25 as compared to Rs. 2,786.42 Cr in the previous year.

During the year under review, the Directors and Key Managerial Personnel of the Company received the following awards:

• Mr Venu Srinivasan, Chairman of the Company received the ET Lifetime Achievement Award, recognising a remarkable journey of setting new standards in quality and innovation.

• Mr Sudarshan Venu, Managing Director of the Company was honoured with India's best CEO award in Manufacturing and Retail Excellence Category by Business Today. He also featured in the list of India's best CEOs by Fortune and Business World magazines.

• Mr C R Dua, Independent Director Honored with Lawyers of India Day Award 2024 for Exemplary Dedication to Upholding the Rule of Law.

During the financial year, there was no change in the constitution of the Board of Directors of the Company.

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act, 2013, two-thirds of the total number of Directors i.e., excluding IDs, are liable to retire by rotation and out of them, one-third is liable to retire by rotation at every AGM. Accordingly, Mr Sudarshan Venu, Managing Director and Mr R Gopalan, Non-Executive Director, are liable to retire by rotation, at the ensuing AGM.

The Directors have recommended their re-appointment for the approval of shareholders. Brief resume of the Directors are furnished in the Notice convening the AGM of the Company.

All IDs hold office for a fixed term and are not liable to retire by rotation.

The appointment of new Directors is recommended by the Nomination and Remuneration Committee ('NRC') on the basis of requisite qualifications, skills, proficiency, experience, expertise in industry knowledge and competencies as identified and finalized by the Board considering the industry and sector in which the Company operates. The Board, on the recommendation of the NRC, independently evaluates and recommends to the shareholders.

The terms of appointment of Independent Directors (IDs) include the remuneration payable to them by way of fees and profit-related commission, if any.

The terms of IDs cover, inter-alia, duties, rights of access to information, disclosure of their interest/concern, dealing in Company's shares, remuneration and expenses, insurance and indemnity. The IDs are provided with copies of the Company's policies and charters of various committees of the Board.

In accordance with Section 149(7) of the Act, 2013, all IDs have declared that they have met the criteria of independence as provided under Section 149(6) of the Act, 2013 and Regulation 25 of the Listing Regulations and the Board confirms that they are independent of the management.

The detailed terms of appointment of IDs is disclosed on the Company's website in the link as provided in page no. 94 of this Annual Report.

All the IDs are registered with the databank of Independent Directors developed by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Companies Act, 2013 and obtained ID registration certificate and renewed the same for five years/life time, as the case may be.

In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possess the relevant expertise, experience and proficiency.

During the year under review, a separate meeting of IDs was held on 7^th March 2025.

Based on the set of questionnaires, complete feedback on NonIndependent Directors and details of various activities undertaken by the Company were provided to IDs to facilitate their review/evaluation.

Independent Directors (IDs) used various criteria prescribed by the Nomination and Remuneration Committee (NRC) for evaluation of Non-IDs and Executive Directors viz., M/s Sudarshan Venu, K Gopala Desikan and Non-ID NonExecutive Directors viz., M/s Venu Srinivasan and Mr R Gopalan and also of Chairman of the Board and the Board as a whole, for the year 2024-25.

IDs evaluated the performance of all Non-IDs individually, through a set of questionnaires.

IDs reviewed the Company's performance during the year 2024-25 and the comparative data on financial/market cap for the year 2024-25.

They also reviewed the developing strategic plans aligned with the vision and mission of the Company, displaying leadership qualities for seizing the opportunities and priorities, developing and executing business plans aware of the risks involved, establishing an effective organizational structure, and demonstrating high ethical standards and integrity and commitment to the organization besides participation at the Board/Committee meetings, effective deployment of knowledge and expertise and constructive comments/guidance provided to management by the Non-IDs.

IDs appreciated and recorded that- Company has a high degree of integrity and governance towards all the stakeholders.

- the Company had a strong lineup of competent people and the Board was fortunate to have worthy people to rely upon for managing the Company's affairs efficiently.

- The management had utilised the authority given by the shareholders to achieve remarkable results and the Company was a professionally managed Company.

The IDs were satisfied fully with the performance of all Non-IDs.

IDs reviewed the performance of the Chairman of the Board. IDs also placed on record, their appreciation of the Chairman's exemplary leadership skills, exceptional vision, and unwavering dedication, instrumental in leading the Company through a period of significant transformation, providing both strategic guidance and strong leadership to the Board of Directors and leverages his extensive experience to steer board discussions and decisions that maximize value for the Company and its shareholders.

The IDs endorsed that the Chairman is a very accomplished leader and is exceptionally well informed about the state of the economy.

IDs also evaluated the Board's composition, size, the mix of skills and experience, meeting sequence, the effectiveness of discussion, decision making, and follow up action, so as to improve governance and enhance the personal effectiveness of Directors.

The evaluation process focused on Board Dynamics. The Company has a Board with a wide range of expertise in all aspects of business and outstanding diversity of the Board with the presence of varied personalities with expertise in their respective fields.

The Company's management is well guided by the NonExecutive Directors and the Board benchmarks well in terms of its overall composition and the value it adds to the business.

As far as shareholders' interest is concerned, IDs noted that a proper system has been established to ensure that the Company is prompt, relevant and transparent.

They were satisfied with the Company's performance in all fronts and finally concluded that the Board operates with best practices.

Board composition of the Company was in compliance with the Companies Act, 2013 and SEBI Listing Regulations.

All IDs have expressed their overall satisfaction with the support received from the management and the excellent work done by the management during the financial year under review and also that the relationship between the top management and Board was smooth and seamless.

The Company is in compliance with the statutory requirements under both the Companies Act and the Listing Regulations and all the information provided to the Directors were very wholesome.

The information provided for the meetings were clear, concise and comprehensive to facilitate detailed discussions and periodic external presentations on specific areas well supplemented the management inputs. The emerging e-technology was duly incorporated in the overall review of the board.

Mr Sudarshan Venu, Managing Director, Mr K Gopala Desikan, Director & Group Chief Financial Officer and Mr R Raja Prakash, Company Secretary are KMPs of the Company in terms of Section 2(51) read with Section 203 of the Act, 2013 as on date of this Report.

There were no changes in the KMPs of the Company during the year.

The Nomination and Remuneration Committee of Directors (NRC) reviews the composition of the Board to ensure an appropriate mix of abilities, experience and diversity to serve the interests of all stakeholders of the Company.

The objective of such policy is to attract, retain and motivate executive management and devise remuneration structure to link to Company's strategic long-term goals, appropriateness, relevance, and risk appetite.

NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the Board/Company, whenever the need arises for appointment of Directors/KMP/ SMP.

Criteria for performance evaluation, disclosures on the remuneration of Directors, criteria of making payments to NonExecutive Directors have been disclosed as part of Corporate Governance Report attached herewith.

The Shareholders have provided approval for renewal of the payment of remuneration, by way of commission not exceeding 1% of the Net profits, in aggregate, payable to the Independent Directors of the Company (IDs) every year.

IDs devote considerable time in deliberating the operational and other issues of the Company and provide valuable advice in regard to the management of the Company from time to time, and the Company also derives substantial benefit through their expertise and advice.

In terms of Section 134 of the Act, 2013 and the Corporate Governance requirements as prescribed under the Listing

Regulations, the Board reviewed and evaluated Independent Directors and various Committees viz., Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee based on the evaluation criteria laid down by the NRC.

Board has carried out the evaluation of all Directors (excluding the Director being evaluated) and its committees through a set a questionnaire.

The performance of all IDs was assessed against a range of criteria such as contribution to the development of business strategy and performance of the Company, understanding the major risks affecting the Company, clear direction to the management and contribution to the Board cohesion. The performance evaluation has been done by the entire Board of Directors, except the Director concerned being evaluated.

The IDs were always kept informed of the constitution of robust framework for the Company and group companies against cyber threats and mitigation plans against cyber-attacks for business continuity.

The Board noted that all IDs have understood the opportunities and risks to the Company's strategy and are supportive of the direction articulated by the management team towards consistent improvement.

On the basis of the report of performance evaluation of directors, the Board noted and recorded that all the directors should extend and continue their term of appointment as Directors/Independent Directors, as the case may be.

Board delegates specific mandates to its committees, to optimize Directors' skills and talents besides complying with key regulatory aspects.

a. Audit Committee for overseeing financial Reporting;

b. Risk Management Committee for overseeing the risk management framework;

c. Nomination and Remuneration Committee for selecting and compensating Directors/Employees;

d. Stakeholders' Relationship Committee for redressing investors' grievances;

e. Corporate Social Responsibility Committee for overseeing CSR initiatives and inclusive growth;

f. Asset Liability Management Committee for managing liquidity risks, market risks, and other funding/asset related risks for effective risk management in its portfolios; and

g. Administrative Committee for handling administrative matters as delegated by the Board.

The performance of each Committee was evaluated by the Board after seeking inputs from its members on the basis of specific terms of reference, its charter, time spent by the Committees in considering key issues, quality of information received, major recommendations/action plans and work of each Committee.

The Board is satisfied with the overall effectiveness and decision making of all Committees. The Board reviewed each Committee's terms of reference to ensure that the Company's existing practices remain appropriate.

Directors continue to devote such time as is necessary for the proper performance and effectively discharge their duties.

Board and its Committees have an appropriate combination of skills, experience and knowledge.

The current committees' structure was considered effective and all the committees of the Board were considered to be working effectively.

Recommendations from each Committee were considered and accepted by the Board prior to its implementation during the financial year under review.

Details of Committees, its charter and functions are provided in the Corporate Governance Report.

During the financial year 2024-25, the Board met six times and details of the meetings are provided as part of the Corporate Governance Report prepared in terms of the Listing Regulations.

The Company at its 62^nd Annual General Meeting (AGM) appointed M/s. N C Rajagopal & Co., Chartered Accountants, Chennai (ICAI Firm Registration Number: 003398S) as the Statutory Auditors of the Company to hold office, for a term of three years, from the conclusion of the said 62^nd AGM till the conclusion of the 65^th AGM, at such remuneration in addition to applicable taxes, and reimbursement of travelling and other out of pocket expenses as may be mutually agreed between the Board of Directors of the Company on the recommendations of the Audit Committee and the Auditors.

The Auditors' Report for the financial year 2024-25 does not contain any qualification, reservation, disclaimer or adverse remark and the same is attached with the annual financial statements.

The Company has obtained the necessary certificate under Section 141 of the Act, 2013 confirming their eligibility for continuing as statutory auditors of the Company for the year 2025-26.

As required under Section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.

The Secretarial Audit Report for the financial year 2024-25, given by Mrs B Chandra, Practising Company Secretary, Chennai (COP No. 7859) is attached to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or other remarks.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board at its meeting held on 28^th April 2025 has appointed M/s. B Chandra & Associates, Practising Company Secretaries, Chennai, as Secretarial Auditors for a term of five years from the financial year 2025-26 subject to the approval of the shareholders at the ensuing Annual General Meeting. Brief details of the profile of the Secretarial Auditor is enclosed as part of the notice convening the Annual General Meeting.

The requirement to maintain cost records and conducting of cost audit are not applicable to the Company.

The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations is given as Annexure VI to this Report.

The Managing Director and the Director & Group Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with the Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended 31^st March, 2025.

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report"('BRSR'). The BRSR seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct' ('NGRBCs').

As per the SEBI Circulars, effective from the financial year 2024-25, filing of BRSR is mandatory for the top 1,000 listed companies by market capitalisation. Accordingly, for the financial year ended 31^st March 2025, Company has published BRSR, in the prescribed format as Annexure V to this Report and is available on the Company's website in the link as provided in page no. 94 of this Annual Report.

The Company has adopted a Policy on Vigil Mechanism in accordance with the provisions of the Act, 2013 and Regulation 22 of the Listing Regulations, which provides a formal mechanism for all Directors, Employees and other Stakeholders of the Company to report to the management, their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Company's Code of Business Conduct and Ethics.

The Code also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about grievances or violation of the Company's Code.

The Policy is disclosed on the Company's website in the link as provided in page no. 94 of this Annual Report.

The Company has not accepted any deposit from the public within the meaning of Section 76 of the Act, 2013 and the Reserve Bank of India Act, 1934 and the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank of India) Directions, 2016 for the year ended 31^st March, 2025 and there are no such Public Deposits Outstanding as on 31^st March, 2025.

The operations of the Company or not energy intensive. However, the Company has taken, inter-alia, following measures to reduce energy consumption:

• optimal use of natural lighting during office hours.

• switching off lights and equipments when not in use.

• encouraging employees to power down systems after working hours.

• use of energy efficient laptops and monitors.

As the Company is a Core Investment Company investing in Subsidiaries and Associate(s), has no particulars to report regarding technology absorption as required under Section 134 of the Companies Act, 2013 and Rules made thereunder.

Details of Foreign Exchange earned and used during the Financial Year 2024-25 are given below:

There have been 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 and the date of this Report.

There are no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

Copy of the provisional Annual Return (Annexure I) in prescribed form is available on the Company's website in the link as provided in page no. 94 of this Annual Report, in terms of the requirements of Section 134(3)(a) of the Act, 2013 read with the Companies (Accounts) Rules, 2014.

Details of Employees receiving the remuneration in excess of the limits prescribed under Section 197 of the Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as a statement and given in Annexure II. In terms of first proviso to Section 136(1) of the Act, 2013 the Annual Report, excluding the aforesaid annexure is being sent to the Shareholders of the Company. The annexure is available for inspection at the Registered Office of the Company during business hours as mentioned in the Notice of AGM and any Shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

A comparative analysis of remuneration paid to Directors and Employees with the Company's performance is given as Annexure IV to this Annual Report.

There were no material related party transactions under Section 188 of the Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. Further, all RPTs were undertaken on an arm's length basis. Therefore, disclosure in form AOC-2 is not required.

The Company is registered as a Core Investment Company with RBI. Thus, particulars of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are not applicable to the Company.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, 2013.

The Company has complied with the applicable Secretarial Standards as amended from time to time.

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a. issue of equity shares with differential rights as to dividend, voting or otherwise;

b. issue of shares (including sweat equity shares) to employees of the Company under any scheme;

c. pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and

d. instance of one-time settlement with any bank or financial institution.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), as amended, Company has a robust mechanism in place to redress complaints reported under it. The Company has complied with provisions relating to the constitution of the Internal Complaint Committee under POSH. The Internal Committee (IC) comprises of internal members and external member who has an extensive experience in the field.

There were no cases of sexual harassment reported during the year 2024-25.

During the year 2024-25, initiatives were undertaken to demonstrate Company's zero tolerance policy against discrimination and sexual harassment, which included creation of comprehensive and easy to understand training and communication material. In addition, online workshops were also run for the employees to enhance awareness and knowledge.

The Company is having a valid Certificate of Registration dated 14^th March, 2024 issued by RBI under Section 45-IA of the RBI Act. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits/discharge of liabilities by the Company.

The Directors gratefully acknowledge the continued support and co-operation received from the Promoters and also thank the bankers, investing institutions for their valuable support and assistance.

The Directors wish to place on record their appreciation for the contributions by all the employees of the Company during the year under review.

The Directors also thank the investors for their continued faith in the Company.