DIRECTORS' REPORT
TO
THE SHAREHOLDERS
The Directors have the pleasure in presenting the 63rd annual report and the
audited accounts of the Company for the financial year ended 31st March, 2025
('financial year under review' or 'review period').
1. COMPANY OVERVIEW
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
14th 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:
(a) Amendments to the Memorandum of Association (MoA) of the Company
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.
(b) Adoption of Memorandum of Association and Articles of Association as per the
provisions of Companies Act, 2013.
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.
(c) Change in Corporate Identification Number (CIN) of the Company issued by Ministry
of Corporate Affairs (MCA)
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.
(d) Promoter reclassification
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.
2. FINANCIAL SUMMARY AND HIGHLIGHTS
|
|
(Rs. in Cr) |
|
Standalone |
Consolidated |
Particulars |
Year ended 31.03.2025 |
Year ended 31.03.2025 |
Revenue from Operations |
637.30 |
44,993.16 |
Other Income |
6.75 |
39.69 |
Profit/(loss) before Depreciation |
412.53 |
4,682.97 |
Less: Depreciation/Amortization/Impairment |
2.44 |
1,066.85 |
Profit/(loss) before Exceptional items and Tax Expense |
410.09 |
3,616.12 |
Add/(less): Exceptional items |
- |
- |
Profit/(loss) before Tax Expense |
410.09 |
3,616.12 |
Less: Tax Expense (Current & Deferred) |
57.93 |
1,206.87 |
Profit for the year |
352.16 |
2,409.25 |
Other Comprehensive Income/(loss) |
(2.43) |
49.05 |
Total Comprehensive Income |
349.73 |
2,458.30 |
Note:
2023-24 financials included income from Trading business for the whole year and
Die casting business upto 10th 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 6th
March, 2023 and hence not comparable with the current year.
3. COMPANY PERFORMANCE
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 10th October, 2024.
More details about the Company and its investments are dealt in the subsequent sections
of the report.
4. DIVIDEND
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 24th March, 2025. The same was paid on 17th
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).
5. TRANSFER TO RESERVES
For the financial year ended 31st 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.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
ECONOMY OVERVIEW
India's economy to expand 6.5% in fiscal 2025, outpacing global peers
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.
GDP growth to normalize 6.5% in fiscal 2026
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.
Overview of the Two-wheeler industry
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.
Three-wheeler industry
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.
Secured segments to propel NBFCs' credit growth, albeit at a moderate pace
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.
Opportunities and threats
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.
Risks and concerns
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.
Risk management
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.
Human resource
As on March 31,2025, the Company had 56 employees, responsible for managing and
administering the business operations.
Internal control systems and adequacy
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.
Regulations
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.
7. CAUTIONARY STATEMENT
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.
8. KEY FINANCIAL RATIOS
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:
Ratio Description |
March 31, 2025 |
March 31,2024 |
Net Profit Margin (%)* |
54.68 |
20.57 |
Total debts to |
|
|
Total assets ratio |
0.34 |
0.23 |
Debt Equity ratio |
0.45 |
0.31 |
Leverage ratio |
0.04 |
0.04 |
Capital ratio (%) |
1,243.64 |
1,172.70 |
* 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.
9. DEBENTURES
NON-CONVERTIBLE DEBENTURES (NCDS)
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 7th June,
2024. The NCDs were listed with NSE on 11th June, 2024 and will mature on 7th
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 22nd January,
2025. The NCDs were listed with NSE on 27th January, 2025 and will mature on 22nd
January, 2030.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR)
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:
1st place for its 'Learning & development' best practice at the
27th NHRD National conference & 13th 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.
11. RESOURCE MOBILISATION
During the financial year under review, Rs. 950 Crs have been mobilised by way of
issuance of Listed Non-Convertible Debentures (NCD).
12. DIRECTORS' RESPONSIBILITY STATEMENT
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 31st
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
31st 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.
13. FINANCIAL PERFORMANCE OF SUBSIDIARIES & ASSOCIATES
Acquisitions/Disinvestments
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
3rd 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 31st March, 2025.
Acquired 100% stake in TVS Digital Limited (TVSD), thereby TVSD became a wholly
owned subsidiary effective 16th September, 2024.
Acquired additionally 10.74% in TVS Emerald Limited (TVSE) (Formerly known as
Emerald Haven Realty Limited) on 3rd 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 31st December, 2024.
As on 31st March 2025, the following companies and bodies corporate were the
subsidiaries/associates of the Company:
Subsidiaries:
1. TVS Motor Company Limited (TVSM), Chennai
2. TVS Digital Limited, Chennai (from 16th September 2024)
3. Home Credit India Finance Private Limited, New Delhi (from 3rd February,
2025)
4. TVS Holdings (Singapore) Pte Limited, Singapore
Subsidiaries of TVSM
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 27th June, 2024]
9. DriveX Mobility Private Limited, Coimbatore [from 23rd December, 2024]
Subsidiaries of TVS CS
1. Harita ARC Private Limited, Chennai
2. TVS Housing Finance Private Limited, Chennai
3. Harita Two-wheeler Mall Private Limited, Chennai
Subsidiaries of TVS Motor (Singapore) Pte. Limited
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
Subsidiaries of The GO Corporation
1. EGO Movement, Stuttgart GmbH, Germany
Subsidiaries of SEMG
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
Associate Company
1. TVS Training & Services Limited, Chennai
Associates of TVSM
1. Ultraviolette Automotive Private Limited, Bengaluru
Associates of TVS Motor (Singapore) Pte. Limited:
1. Killwatt GmbH, Germany
Associates of TVS Digital Pte Ltd:
1. Predictronics Corp., USA
2. Altizon Inc, USA
14. SUBSIDIARIES PERFORMANCE:
TVS Motor Company Limited (TVSM)
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.
Home Credit India Finance Private Limited (HCIFPL)
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 3rd 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 (TVS Digital)
TVS Digital Limited (Formerly known as TVS Housing Limited) became a wholly owned
subsidiary of the Company effective 16th 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.
TVS Holdings (Singapore) Pte Limited
The Company was incorporated on 11th January, 2024 to carry out overseas
business acquisitions and investments. The Company has not commenced any business activity
as on date.
TVS Credit Services Limited (TVS CS)
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.
Sundaram Auto Components Limited (SACL)
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 31st
January 2025 and business of manufacturing of seats for two-wheelers on 22nd
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 31st March 2025 absorbing a sum of Rs. 100.27
crore.
TVS Motor Services Limited (TVS MS)
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.
TVS Electric Mobility Ltd, Chennai (TVSEM)
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.
DriveX Mobility Private Limited (DriveX)
During the year under review, DriveX has become a subsidiary of TVSM and thereby the
Company effective 23rd 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.
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. Ltd
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.
TVS Motor Company DMCC, Dubai
TVSM has incorporated a wholly owned subsidiary in Dubai viz., TVS Motor Company DMCC,
Dubai ('TVSM DMCC') on 27th 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 Ltd, Singapore
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.
PT. TVS Motor Company Indonesia (PT TVS)
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
Swiss E-Mobility Group (Holding) AG (SEMG)
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 Corporation, Switzerland (The GO AG)
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, UK (EBCO)
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.
The Norton Motorcycle Co Limited, UK (Norton)
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.
ASSOCIATE COMPANY
TVS Training and Services Limited (TVS TS)
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 31st
March, 2025 was Rs. 2.14 Cr.
15. CONSOLIDATED FINANCIAL STATEMENTS
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.
16. DIRECTORS & KEY MANAGERIAL PERSONNEL
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.
Directors' appointment/re-appointment/cessation
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.
Independent Directors (IDs)
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.
Separate meeting of Independent Directors
During the year under review, a separate meeting of IDs was held on 7th
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.
a) Non-Independent Directors (Non-IDs)
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.
b) Chairman
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.
c) Board
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.
d) Quality, Quantity and Timeliness of flow of information between the Company,
Management and the Board
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.
Key Managerial Personnel (KMP)
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.
Nomination and Remuneration Policy
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.
Remuneration payable to Independent Directors
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.
Evaluation of the Independent Directors and Committees of Directors
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.
Independent Directors
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.
Committees
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.
Number of Board meetings held
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.
17. AUDITORS
Statutory Auditors
The Company at its 62nd 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 62nd AGM till the conclusion of the 65th
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.
Secretarial Auditors
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 28th 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.
Cost Auditor
The requirement to maintain cost records and conducting of cost audit are not
applicable to the Company.
18. CORPORATE GOVERNANCE
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 31st March, 2025.
19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
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 31st 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.
20. POLICY ON VIGIL MECHANISM
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.
21. PUBLIC DEPOSITS
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 31st March, 2025 and there are no such Public Deposits Outstanding
as on 31st March, 2025.
22. STATUTORY STATEMENTS
Information on conservation of energy, technology absorption, foreign exchange etc:
Conservation of energy
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.
Technology absorption
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.
Foreign Exchange
Details of Foreign Exchange earned and used during the Financial Year 2024-25 are given
below:
Details |
Rs. in Cr |
Foreign exchange earned |
- |
Foreign exchange used |
18.91 |
Material changes and commitments, if any, affecting the financial position of the
Company, having occurred since the end of the year and till the date of the Report:
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.
Significant and material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status of the Company:
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.
Annual Return:
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.
Employee's remuneration:
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.
Comparative analysis of remuneration paid:
A comparative analysis of remuneration paid to Directors and Employees with the
Company's performance is given as Annexure IV to this Annual Report.
Details of related party transactions:
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.
Details of loans/guarantees/investments made:
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.
Reporting of fraud
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Act, 2013.
Secretarial Standards
The Company has complied with the applicable Secretarial Standards as amended from time
to time.
General Disclosures
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.
Disclosure in terms of Sexual Harassment of Women at the workplace (Prevention,
Prohibition and Redressal) Act, 2013
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.
Statutory Disclaimer
The Company is having a valid Certificate of Registration dated 14th 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.
23. ACKNOWLEDGEMENT
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.
|
For and on behalf of the Board of Directors |
|
VENU SRINIVASAN |
Chennai |
Chairman |
5th June, 2025 |
DIN: 00051523 |