TVS Srichakra Ltd

Dear Members,

Your directors are pleased to present the 42^nd Annual Report and the audited Financial Statement together with the consolidated Financial Statement of your Company for the financial year ended 31^st March 2025.

in Crores

During the financial year ended 31^st March 2025, your Company reported a steady growth in revenue despite facing headwinds and market volatility. The Company's revenue from operations increased to Rs. 3022.90 crores during the year under report in comparison to Rs. 2754.03 crores in the previous year, an increase of 9.8% over the previous year. Despite the increase in revenue, the Company witnessed a significant decline in profitability. The Profit Before Tax decreased to 48.61 crores in FY 2024-25 from 138.95 crores in FY 2023-24, marking a 65.01% decline year-on-year. The Profit After Tax declined to 36.96 crores, from 103.56 crores in the previous year.

The EBITDA (profit before finance cost and depreciation) reduced to 228.09 crores in FY 2024-25, from 288.86 crores in the prior year, reflecting pressure on margins due to input cost inflation and subdued pricing conditions in some market segments. Depreciation expenses rose to 118.91 crores compared to 98.43 crores in FY 2023-24, primarily due to capitalization of new assets. Finance costs increased to 49.17 crores from 42.53 crores, mainly on account of increased average working capital utilisation during the year. Deferred tax expense rose to 7.45 crores, compared to 1.66 crores in the previous year. Earnings Per Share (EPS) declined sharply to 48.28 in FY 2024-25 from 135.25 in the previous year a 64.30% reduction. Despite the dip in net profits, the Company continued to maintain a robust net worth position, carrying forward a surplus of 911.26 crores to the balance sheet.

During the year under review, capital expenditure amounted to 155.11 Crores. Your Company has a robust working capital management process that facilitates continuous monitoring and control over receivables, payables, and other parameters.

Cash and cash equivalent as of 31^st March 2025 was 10.84 Crores.

Pursuant to Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, as amended, your Company has formulated a Dividend Distribution Policy. The Policy can be accessed at the investors' section of Company's website at: https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/DIVIDEND-DISTRIBUTION-POLICY.pdf

Considering the performance of your Company, the Board of Directors are pleased to recommend a final dividend of 16.89/- (168.90%) per Equity Share of a face value of 10/- per Equity Share.

The dividend will result in a total payout of 12.93 crores.

On a consolidated basis, your Company registered a turnover of 3,253.83 crores, an increase of 11.20%. The company's consolidated net profit stood at 20.52 crores as against the previous year's net profit of 107.76 crores, a decrease of 80.96%.

TVS Srichakra Investments Limited (TSIL), wholly owned subsidiary Company, recorded a profit of 2.22 crores (previous year net profit of 0.84 crores).

TVS Sensing Solutions Private Limited (TSSPL), a wholly owned subsidiary of TSIL, recorded a net operational turnover of 156.23 crores during the year under review, showing an increase of 15.44% compared to the previous year. TSSPL recorded a Profit after tax of 11.64 crores showing an increase of 14.23% compared to the previous year.

Fiber Optic Sensing Solutions Private Limited (FOSSPL), a subsidiary of TSSPL, recorded a net operational turnover of 7.19 crores showing an increase of 212.61% compared to the previous year. FOSSPL made a loss after tax of 0.89 Crores compared to a loss of 1.94

Crores in the previous year.

Super Grip Corporation, the US based wholly owned subsidiary of your Company, recorded a net operational turnover of 71.80 crores and recorded loss after tax of 29.10 crores during the year.

The audited financial statements of the following subsidiary companies have been consolidated with the Company as on 31^st March 2025.

a) TVS Srichakra Investments Limited (TSIL) - wholly owned subsidiary of TSL b) Super Grip Corporation, USA - wholly owned subsidiary of TSL (Special Purpose Audited Financial Statements (SPFS)) c) TVS Sensing Solutions Private Limited (TSSPL) - wholly owned subsidiary of TSIL. d) Fiber Optic Sensing Solutions Private Limited (FOSSPL) - subsidiary of TSSPL

The consolidated financial statements of your Company for the year ended 31^st March 2025 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("Act"), Indian Accounting Standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"). The audited consolidated financial statements along with all relevant documents and the Auditor's Report thereon form part of Annual Report and may be accessed on the Company's website https://tvseurogrip.com/.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statement of the subsidiaries in the prescribed

Form AOC-1 is attached as Annexure 1.

The Financial Statements of the subsidiary companies are available for inspection by the shareholders at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Company shall provide free of cost, copies of the financial statements of the Company and its subsidiary companies to the shareholders upon request. The financial statements of the subsidiary companies are also available on the website of the Company at https://tvseurogrip.com/.

During the financial year, your company has continued to excel and achieve significant milestones, garnering many awards and recognitions across various categories. These distinguished awards recognize companies that have demonstrated excellence across various domains, including marketing, branding, innovation and business growth. Please refer to the Management and Discussion Analysis Report for more details on the achievements during the year.

Your Company does not propose to transfer any amount to general reserve for the financial year 2024-25.

Your Company has neither accepted nor renewed any deposits during the financial year 2024-25 in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

The details on the Policy on Related Party Transactions have been uploaded on the website of the Company at https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/Related-Party-Transactions-Policy-mar25.pdf.

During the financial year ended 31^st March 2025, all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ‘ordinary course of business' and ‘at arm's length' basis. All Related Party Transactions entered during the year, were contracted with prior approval of the Audit Committee and the Board of Directors, as required under the SEBI (LODR) Regulations. Monitoring of related party transactions was carried out on a quarterly basis by the Audit Committee and the Board. During the year, there was no materially significant Related Party Transaction having potential conflict with the interest of the Company. There are no transactions with related parties to be reported as per Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies

(Accounts) Rules, 2014. Please refer to Annexure 2 in Form AOC - 2 which forms part of this Report. Further, your Company does not have a ‘Material Subsidiary' as defined under SEBI (LODR) Regulations.

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in the Annual Report.

During the year under review:

Your Company extended a loan of USD 13,50,000 (equivalent to .11.40 crores) to its wholly owned subsidiary, M/s. Super Grip

Corporation, USA. The total outstanding loan on M/s. Super Grip Corporation as on 31^st March 2025 stood at USD 42,37,425/- (equivalent to 36.21 crores).

Your Company has invested a total of 2.06 crores by subscribing to 10,25,000 equity shares of 10 each in Evincea Renewables (Three) Private Limited and 10,25,000 equity shares of 10 each in Evincea Renewables (Six) Private Limited, respectively, to increase renewable energy usage under the Group Captive Arrangement for Uttarakhand Plant - I.

Your Company had earlier invested in TVS Automobile Solutions Private Limited ("TVS Automobile") by acquiring 9,11,741 equity shares, representing 7.58% of its paid-up share capital.

Pursuant to the approval of a Composite Scheme of Arrangement (Demerger and Amalgamation) by the Hon'ble National Company Law Tribunal (NCLT), Chennai, involving TVS Automobile Solutions Private Limited (Transferee Company), TASL Automobile Solutions Private Limited (Resulting Company), and ki Mobility Solutions Private Limited (Transferor Company), along with their respective shareholders, the following changes occurred:

Your Company received 9,11,741 equity shares of 10/- each in the Resulting Company, TASL Automobile Solutions Private Limited, representing 7.58% of its paid-up share capital.

Your Company continues to hold 9,11,741 equity shares of 10/- each with TVS Automobile Solutions Private Limited, which now represents 5.08% of its paid-up share capital on a fully diluted basis.

The Board has constituted a Risk Management Committee pursuant to Regulation 21 of SEBI (LODR) Regulations.

This committee has been set up to effectively address the evolving and dynamic risks prevalent in the current business environment. The Risk Management Committee has formulated a risk management policy covering a framework for internal and external risks faced by your Company. This policy provides a structured approach to address the aforementioned risks and ensures that appropriate measures are in place to mitigate their impact. By establishing the Risk Management Committee and implementing a well-defined risk management policy, your Company demonstrates its commitment towards proactive risk management and ensures the resilience of its operations in the face of evolving threats. These measures help to safeguard the Company's interests and enhances its ability to navigate the complex and dynamic business landscape effectively. Members may refer to the Management Discussion and Analysis Report for more details.

In the opinion of the board, no element of risk is identified which threatens the existence of the Company.

No material changes and commitments have occurred between the end of the financial year and the date of this Report which affect the financial position of the Company in respect of the reporting year.

There has been no change in the nature of business of the Company during the year under review.

There is no change in the Share Capital of your Company and the paid-up Equity Share Capital is 7,65,70,500/- comprising of 76,57,050 Equity Shares of 10/- each fully paid up.

The Company has not issued Equity Shares with differential rights.

The Company has not issued shares to the employees of the Company under any scheme.

Your Company promotes a collaborative, transparent and participative organization culture, rewarding merit and sustained high performance. The industrial relations in all manufacturing units have been cordial.

In terms of the first proviso to Section 136 of the Act, these reports and accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any members interested in obtaining the same may write to the Company Secretary. The said information is available for inspection by the members at the Registered Office of the Company on any working day of the Company upto the date of the 42^nd Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 3 and forms part of this Report.

TVS Srichakra is known for providing a safe and secure environment to its women employees across its functions and other women stakeholders. In terms of provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, your Company has adopted a policy and has also constituted an Internal Complaints Committee (ICC) to consider and resolve sexual harassment complaints reported by women.

The ICC has worked on creating awareness through campaigns across manufacturing units, warehouses and office premises to encourage its employees to be more responsible towards providing a safe and secure environment to its women employees and other women stakeholders while discharging their duties.

During the year, there was no complaint of sexual harassment received by the ICC.

Our corporate governance practices are reflective of the culture of the organization grown over the years to deliver optimum member value legally and ethically. Your Company adheres to Corporate Governance requirements as set out by the Securities and Exchange Board of India (SEBI), in letter and spirit.

Our Corporate Governance report for fiscal 2025 forms part of this Report.

Your Company embraces the importance of a diverse board in its success. The details on board diversity are available in the Corporate Governance Report that forms part of this Report.

An annual calendar of the Board and committees' meetings for the fiscal 2025 was circulated in advance to the directors. The Board of Directors met 5 (Five) times during the year ended 31^st March 2025. The details of the board meetings and the attendance of the directors are provided in the Corporate Governance Report, which forms part of this Report.

The details of the Board and committees composition, tenure of directors, areas of expertise and other details are available in the Corporate Governance Report that forms part of this Report.

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted a policy on the Director's appointment and remuneration, including remuneration for Senior Management, covering Key Managerial Personnel and other employees, in line with the provisions of Act and SEBI (LODR) Regulations which are available on Company's website at: https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/Remuneration-Policy-22ndjan2025.pdf

The Board hereby affirms that the remuneration paid to Executive/Independent Directors is in line with the above policy and Non-Executive Directors are compensated by way of profit-sharing commission and sitting fees for attending the Board/committees meetings.

The Independent Directors have declared that they meet the criteria specified under Section 149(6) of the Companies Act, 2013, Regulation 25(8) of SEBI (LODR) Regulations, 2015, and the relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of your company possess the requisite qualifications, experience and expertise, and they uphold the highest standards of integrity.

In accordance with the provisions of the Act and SEBI (LODR) Regulations, an internal evaluation of the Board, its committees and individual directors was conducted. The evaluation process included parameters such as directors' attendance at Board and committee meetings, participation in the Annual General Meeting, effective engagement and domain knowledge. The performance evaluation of the Chairman and Non-Independent Directors was also conducted by the Independent Directors. Details of the evaluation parameters and process are outlined in the Corporate Governance Report.

The Company regularly conducts familiarization programs for Independent Directors, including periodic presentations on business strategy and updates on company performance. Additionally, programs are organized to familiarize Independent Directors with the company, their responsibilities, the nature of the industry, the Company's business model and related matters. Details of the familiarization program are provided in the Corporate Governance Report.

Mr. P Srinivasavaradhan (DIN :08701214), Non-Executive Director, is liable to retire by rotation at the forthcoming AGM and seeks reappointment. Based on performance evaluation, the Board has recommended his reappointment. Further details are available in the notice convening the 42^nd Annual General Meeting.

The changes in the composition of the Board of Director for 2024-25 have already been reported in the annual report 2023-24. The changes during the year are updated hereunder.

Mr. Rasesh R. Doshi (DIN: 00538059) ceased to be an Independent Director effective from 23^rd May 2024 after completion of his second term. The appointments of Mr. Ashok Srinivasan and Mr. Piyush J. Munot were regularized with the approval of the members of the

Company on 3^rd April 2024, via Postal Ballot.

Additionally, the Board of Directors at its meeting held on 27^th May 2025, reappointed Ms. Shobhana Ramachandhran as Managing Director of the Company for a term of five (5) years, effective from 25^th August 2025. Approval for this reappointment is being sought from the members of the Company through Postal Ballot (e-voting facility).

During the year under review, there is no change to the Key Managerial Personnel of the Company.

The Company has constituted certain committees of directors as per the mandatory requirements of the Act and SEBI (LODR) Regulations. The details of such committees are provided in the Corporate Governance Report, which forms a part of the Annual Report.

During the year, all recommendations made by committees were approved by the board.

Over the years, your Company has established a reputation for doing business with integrity and displays zero tolerance towards any form of unethical behaviour. "Whistle Blower Policy" (WBP) is the vigilance mechanism instituted by the Company to report concerns about unethical behaviour in compliance with the requirements of the Act and SEBI (LODR) Regulations and provides adequate safeguard against victimization of persons who use such mechanism.

The whistle - blower policy is and can be accessed on our website at: https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/Whistle-Blower-Policy-Nov24.pdf.

No instances were reported under this mechanism. The details about the policy are reported in the Corporate Governance Report.

Neither Managing Director nor the Executive Vice Chairman of the Company received any remuneration or commission from any of its subsidiary companies.

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of one-time settlement with any Bank or Financial Institution.

During the year under review, Statutory Auditors, Internal Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of fraud committed against the Company by its officers or employees.

The Annual Return as required under the provisions of Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014 is available and can be accessed on your Company's website at: https://tvseurogrip.com/.

Your Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company's shares are listed on BSE Limited and the National Stock Exchange of India Limited. Your Company has paid listing fees for the financial year 2024-25 to the stock exchanges.

During the year, your company transferred unclaimed and un-encashed dividend amounting to 89,11,894.00/- for the FY 2016-17. Further

15,458 shares for the FY 2016-17, on which dividends had remained unclaimed for seven consecutive years, were transferred in accordance with the requirements of the IEPF Rules. The details of such shares are uploaded on IEPF website and are also available on Company's website at: https://tvseurogrip.com/investor-relations/unclaimed-dividend-shares/.

In terms of Section 134(5) of the Act, your directors, to the best of their knowledge and belief, state that:

a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

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

• The Statutory Auditors' Report for fiscal 2025 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements contained in this Annual Report.

• The Secretarial Auditors' Report for fiscal 2025 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure 4 to the Board's report.

• The Statutory Auditors' Certificate confirming compliance with conditions of corporate governance as stipulated under SEBI (LODR) Regulations, for fiscal 2025 is attached to the Corporate Governance Report.

M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, (Firm Registration No. 003990S / S200018) were reappointed as Statutory Auditors of the Company at 39^th AGM held on 21^st September, 2022, to hold office for second term of five (5) consecutive years from the conclusion of 39^th AGM till the conclusion of 44^th AGM of the Company at a remuneration as may be agreed between the Board of Directors and the Statutory Auditors.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 conveying their eligibility for being the Statutory Auditors of the Company and have confirmed that they satisfy the independence and other criteria required under the Companies Act, 2013. Statutory Auditors have also confirmed that they are not disqualified from continuing as auditors of your Company.

In terms of Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, cost records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Dr. I. Ashok, Practicing Cost Accountant, is appointed as Cost Auditor of the Company for the financial year 2025-26 by the Board, based on the recommendation of Audit Committee, as required under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. A resolution seeking shareholders' ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 42^nd AGM and the same is recommended for your approval.

A certificate from Dr. I. Ashok, Cost Accountant, has been received to the effect that his appointment as Cost Auditor of the Company will be within the limits specified under Section 141 of the Act and the rules thereunder.

The Board of directors at its meeting held on 27^th May 2025 recommended the appointment of M/s. SPNP & Associates, Practicing Company Secretaries, Chennai, as the Secretarial Auditor of the Company for a term of five consecutive years effective from 1^st April 2025. The recommendation is in accordance with Regulation 24A of the SEBI (LODR) Regulations, 2015, read with the applicable provisions of the Companies Act, 2013. The Company has sought approval of the shareholders for the said appointment at the ensuing 42^nd Annual General Meeting.

Corporate Social Responsibility (CSR) initiatives of the Company are aimed at inclusive development of the community at large, through a range of social interventions, enhancing skills and building social infrastructure to improve the livelihood of the beneficiaries.

The CSR committee constituted in accordance with Section 135 of the Act has developed and implemented the Corporate Social Responsibility policy.

The composition of the CSR committee and other details like attendance at the meetings and terms of reference are provided in Annexure 5 to the Board Report. The Company's CSR policy is available on Company's website, at: https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/CSR-POLICY.pdf.Your Company undertakes CSR initiatives in compliance with Schedule VII of the Act. The highlights of the initiatives undertaken by the Company forms part of this Report.

The particulars prescribed under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 6 to the Board's report.

In terms of Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, Business Responsibility and Sustainability Report of the Company for the financial year ended 31^st March 2025 is given in separate section of the Annual Report which forms part of the Annual Report.

The Management Discussion and Analysis of financial conditions and results of operations of the company is provided in the Management Discussion and Analysis Report which forms part of the Annual Report.

We extend our heartfelt gratitude to our clients, vendors, investors, and bankers for their support throughout the year. We sincerely appreciate the contributions made by our employees at all levels, whose dedicated hard work, perseverance and commitment have been integral to our success.

We also thank the governments of the states where the Company operates. Our appreciation extends to the Government of India and its ministries, Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST Authorities, the Reserve Bank of India, the Securities and Exchange Board of India, stock exchanges, depositories and other government agencies for their ongoing support. We look forward to their continued support in the future.