TVS Holdings Ltd

The Directors have the pleasure in presenting the 62^nd annual report and the audited accounts of the Company for the year ended 31^st March 2024.

1. COMPANY OVERVIEW

UPDATE ON CORPORATE RESTRUCTURING

During the year under review, the Company the following events were completed as part of the Composite Scheme of Arrangement ("Composite Scheme") amongst the Company ("Demerged 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 sanctioned by the Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT") vide its Order dated 6^th March 2023.

Listing of Bonus Preference Shares

The Scheme Implementation Committee of the Company in its meeting held on 25^th March 2023, allotted 234,69,21,860 9% Cumulative Non-Convertible Redeemable Preference Shares ("NCRPS" / "Preference Shares") of the Company by way of Bonus, and NCRPS were listed on both the Stock Exchanges viz., National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") effective 16^th June 2023.

Amalgamation of TVS Holdings Private Limited

In terms of the Composite Scheme, TVS Holdings Private Limited ("Transferor Company 1") was amalgamated into the Company effective 16^th June 2023 and consequently, 1,30,94,460 Equity shares of $ 5 each and 151,89,57,360 NCRPS of $ 10 each held by the Transferor Company 1 were cancelled.

Further, the Scheme Implementation Committee at their meeting held on 16^th June 2023, as consideration for the said amalgamation, approved the allotment of 1,30,94,460 equity shares of $ 5 each fully paid up and 151,89,57,360 preference shares $ 10 each fully paid up to shareholders of the Transferor Company 1, in the proportion of the number of shares held by the shareholders in the Transferor Company 1. The New Shares were listed with the Stock Exchanges viz., National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

Amalgamation of VS Investments Private Limited

VS Investments Private Limited ("Transferor Company 2") was amalgamated into the Company effective 4^th August 2023, and as consideration for the said amalgamation 19 Equity shares of

$ 5 each of the Company were allotted to the shareholders of Transferor Company 2. The Equity Shares were listed with the Stock Exchanges viz., NSE and BSE. Further, 147,38,90,346 NCRPS of $ 10 each held by the Transferor Company 2 in the Company, was cancelled.

CHANGE IN NAME OF THE COMPANY

In terms of the Scheme, upon the effectiveness of the amalgamation of TVS Holdings Private Limited, the name of the Company viz.,

"Sundaram-Clayton Limited" was changed to "TVS Holdings Limited" and the same was approved by the Registrar of Companies on 17^th July 2023.

DEMERGER OF MANUFACTURING BUSINESS

The entire business of manufacturing non-ferrous gravity and pressure die castings i.e., Demerged Undertaking, as defined in the Scheme, of the Company was demerged, transferred and vested into Sundaram-Clayton Limited (formerly known as Sundaram-Clayton DCD Limited) ("Resulting Company") ("Demerger") effective 11^th August 2023 on going concern basis in accordance with the Composite Scheme. By virtue of Composite Scheme of Arrangement the following Companies were ceased to be a Subsidiary / Associate of the Company with effect from 10^th August, 2023:

1. Subsidiaries

- Sundaram-Clayton DCD Limited (now know as Sundaram-Clayton Limited), Chennai

- Sundaram-Clayton (USA) Limited, USA

- Sundaram Holding USA Inc, Delaware, USA

- Sundaram-Clayton GmbH, Germany (SCL GmbH)

2. Subsidiaries of Sundaram Holding USA Inc, Delaware, USA

- Green Hills Land Holding LLC, South Carolina, USA

- Components Equipment Leasing LLC, South Carolina, USA

- Sundaram-Clayton (USA) LLC, South Carolina, USA

- Premier Land Holding LLC, South Carolina, USA

3. Associates

- Sundram Non-Conventional Energy Systems Private Limited, Chennai.

The Company's financials upto 10^th August 2023 encompass the operations of the Demerged Undertaking. All the assets and liabilities including the profits realised from Demerged Undertaking upto 10^th August 2023 have been transferred by the Company to Resulting Company.

Registration as Core Investment Company (CIC):

Consequent upon Demerger, the Company was left with only investments in Group Companies and trading business in Automative parts. This demerger resulted in TVS Holdings Limited becoming a Core Investment Company ("CIC").

Hence, the Company was registered as a CIC pursuant to the Certificate of Registration No N-07-00904 dated 14^th March, 2024 issued by the Reserve Bank of India ('RBI') under Section 45-IA of the Reserve Bank of India Act, 1934 and Master Direction - Core Investment Companies (Reserve Bank) Directions 2016 as amended ("RBI Master Directions") to carry on the business of Non-Banking Financial Companies (NBFCs) 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 a CIC falls under the category of Middle Layer NBFC ('NBFC-ML').

TVSHL holds equity investments in the following companies:

1. TVS Motor Company Limited ("TVSM"), Subsidiary

2. Emerald Haven Realty Limited ("EHRL"), Subsidiary

3. TVS Training & Services Limited ("TVS TS"), Associate

2. FINANCIAL SUMMARY AND HIGHLIGHTS

($ in Cr)

* 2023-24 financials have been prepared giving effect to Composite Scheme of Arrangement amongst the Company and TVS Holdings Private Limited and VS Investments Private Limited and Sundaram-Clayton Limited (Formerly known as Sundaram-Clayton DCD Limited) and their respective shareholders and creditors as approved by the Hon'ble National Company Law Tribunal, Chennai Bench vide its order dated 6^th March 2023. Further the Company has also obtained CIC registration on 14^th March 24. Hence, the figures of 2023-24 are not comparable with that of the previous year.

3. DIVIDEND

The Board of Directors of the Company (the Board) at their meeting held on 21^st March 2024, declared an interim dividend of $ 94/- per share (1,880%) on 2,02,32,104 equity shares of $ 5/- each for the year FY24 absorbing a sum of $ 190 Cr. The same was paid on 15^th April 2024.

The Board does not recommend any further dividend for the year under consideration. The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.

4. TRANSFER TO RESERVES

For the financial year ended 31^st March 2024 an amount of

$ 67.75 Cr was transferred to Statutory Reserve in terms of Section 45-IC of the RBI Act.

5. COMPANY PERFORMANCE

Consequent to Demerger effective 11^th August 2023, the Company has been essentially a holding and investment company and does not have any other operations of its own. The Company's revenue would primarily comprise of dividend income from investments held in group companies. More details about the Company and its investments are dealt elsewhere in this report.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

India witnesses strong growth in fiscal 2024

India continues to maintain its position as one of the fastest-growing economies globally. The National Statistical Office (NSO) in its second advance estimates of national income estimated the real GDP to grow at a robust 7.6% on-year basis in fiscal 2024. This can be attributed to various factors such as demographic advantage, robust domestic demand, economic reforms, government's capex push for manufacturing and infrastructure development, technological advancements, and digital push.

The Monetary Policy Committee (MPC) held rates steady throughout fiscal 2024. It also held on to its stance of withdrawal of accommodation as it steadfastly pursues two goals - complete transmission of its 250 basis points (bps) rate hike in this cycle; and durably aligning head line inflation with its target of 4%. Inflation based on the Consumer Price Index (CPI) and core inflation eased by the end of this fiscal.

IMF, in its January 2024 economic outlook update, revised its India economic growth estimate upwards in real terms for the calendar year 2023 to 6.7% from previous 6.3% estimate in October 2023, citing momentum from resilient domestic demand. Further, the growth forecast for fiscal 2025 also witnessed an increase at 6.8% from the previous 6.3% forecast in October 2023.

at 6.8% in fiscal 2025. Budgetary support from the government, strengthening of domestic economic activities, improvement in household consumption, improved business sentiments, rising consumer confidence, expected uptick in private capex healthy balance sheet of banks and corporates and rising integration in global supply chain will lead economic growth next fiscal.

The transmission of rate hikes effected by the Monetary Policy Committee (MPC) of the RBI from 4.0% in April 2022 to 6.5% in February 2023 continues and is likely to weigh in next fiscal. A lower fiscal deficit will mean the fiscal impulse to growth will be curtailed. However, the nature of spending will provide some support to the investment cycle and rural incomes. A normalization of the net tax impact on GDP is also expected next fiscal. Moreover, continued disinflation will support the purchasing power of the consumers. Government spending in rural development, healthy rabi sowing and good kharif output while assuming normal spell of monsoon next fiscal will improve agricultural incomes. With healthy agricultural output, food inflation is also expected to tone down from an estimated 7.4% in fiscal 2024. Moreover, gradual pick-up in private sector capex will make investment growth more broad-based.

As per the RBI Monetary Policy Committee report, the real GDP growth in fiscal 2025 is expected to be 7.0%, led by recovery in rabi sowing, sustained profitability in manufacturing and underlying resilience of services. Whereas IMF projects India's growth at 6.5% in 2024 and 2025, reflecting resilience in domestic demand.

Note: E = Estimated, P = Projected; GDP growth is based on constant prices, GDP growth till FY23 is actuals. GDP Estimates for fiscals 2023-2024 is based on NSO Estimates and 2024-2025 is projected based on CRISIL MI&A estimates; and that for fiscals 2026-2029 based on IMF estimates; Source: NSO, CRISIL MI&A, IMF (World Economic Outlook - October 2023 update)

Growth in real GDP is expected to be also supported by the following factors largely on account of the impact of the 2024-25 Interim Budget:

• Increase in total capital expenditure by 17.7% year-on-year from revised estimate of $12.7 lakh crores in fiscal 2024 to budgeted estimate of $ 15.0 lakh crores in fiscal 2025 would support growth in the economy, especially in a year where the Indian economy is expected to see a cyclical slowdown.

• The government continues its endeavour to revive rural demand as it increased the budget allocation to Ministry of Rural Development by 13% in interim budget 2024-25 to $ 1.78 lakh crores.

• With a focus on fiscal consolidation, the government aims to reduce the fiscal deficit to 5.1% of GDP next fiscal from 5.8% in the current fiscal through reduced revenue expenditure thrust and marginally better tax collections. Further, the government is aiming at bringing down the fiscal deficit to below 4.5% of GDP by fiscal 2026.

• Focus on investments rather than consumption push enhancing the productive capacity of the economy.

• Policies aimed towards greater formalisation of the economy, which are bound to lead to an acceleration in per capita income growth.

INDUSTRY OVERVIEW

Two-wheeler industry

Two-wheelers comprising of motorcycle, scooter, mopeds, and EVs witnessed estimated 9-11% growth in sales in fiscal 2024. Improvement in sales was driven by the recovery of motorcycle sales as rural and semi urban markets improve supported by healthy crop prices, with incomes finally catching up with hike in vehicle prices and pent-up replacement demand. Going forward, volumes are expected to be driven by recovery in scooter sales as urban income sentiments improve and EV penetration increases. Elections in fiscal 2025 is anticipated to raise financial activities, particularly in rural areas, which is projected to boost the demand for two-wheelers. Moreover, above normal monsoon prediction is expected to support demand for motorcycles segment positively.

Source: SIAM, SMEV, Vahan, CRISIL MI&A

Residential real-estate industry

Healthy economic growth, and offices continuing with hybrid working model kept the demand for residential real estate steady in fiscal 2024, especially for bigger and premium residences. The volume is estimated to have increased at 4-6% despite rise in interest rates and capital values. This demand is amid inventory at comfortable levels of more than three years of sales on an average as against 4.5+ years before the pandemic. Developers, therefore, are on a stronger footing with greater confidence on new launches getting absorbed in line with incremental demand. Healthy demand emanating from smaller cities, attractive interest rates, government impetus on housing and financiers' focus on developer finance will continue to support the industry.

Retail lending

The retail credit (includes Housing finance, Vehicle Financing, Gold Loans, Education Loans, Consumer Durables, Personal loans, credit cards and microfinance) in India is estimated at Rs. 75 trillion, as of fiscal 2024 which rapidly grew at a CAGR of 15.2% between Fiscals 2019 and 2024. NBFC's retail portfolio grew at 21% year-on-year in fiscal 2024 and accounts for ~48% share in overall NBFC credit as of fiscal 2024. Going forward, growth in the NBFC retail segment is expected at 15-17% in Fiscal 2025 with continued focus of NBFCs on their retail business and multiple players announcing plans to reduce wholesale exposure. The retail segment's market share is expected to marginally increase in Fiscal 2025.

Risk Management

At your Company, we prioritize a comprehensive Risk Management Policy tailored to our business plan and risk appetite. The Board of Directors has approved a Risk Management Policy that outlines the risk strategy, approach, mitigation plans, liquidity risk management, and asset-liability management. Our approach focuses on identifying, assessing, monitoring, and addressing a wide range of risks while mitigating and managing their combined impact effectively.

As a registered CIC, our operations are centered on investments, loans, and securities within our group companies. Our Risk Management Policy aligns closely with our business operations, aiming to cultivate a risk intelligent culture that facilitates informed decision-making and enhances resilience against adverse developments. We are committed to seizing opportunities to create value for all stakeholders.

To ensure robust risk oversight, we have established a dedicated Risk Management Committee in compliance with SEBI Listing Regulations and RBI Master Directions. This Committee diligently monitors risks and implements necessary mitigating actions. Additionally, our Audit

Committee conducts detailed reviews of risks concerning internal controls, compliance, and systems. All risks, including those related to investments, are thoroughly examined during Board of Directors meetings.

Our Risk Management Policy reflects our commitment to proactively manage risks, uphold regulatory standards, and safeguard the interests of our stakeholders. By fostering a culture of risk awareness and prudent decision-making, we strive to navigate challenges effectively while maximizing opportunities for sustainable growth.

Risk Exposure of the company and its mitigation is represented in the table below:

Opportunities and Threats

The Company, being a CIC, holds significant investments in equity shares of TVS Motor Company Limited ("TVSM") and Emerald Haven Realty Limited ("EHRL"), as a result of which it remains less affected by the overall environment in the NBFC Sector.

The Company recognizes that there is a significant potential for increase in demand in automotive and real estate sectors in India. TVSM, one of the major investments of your Company and has domestic as well as overseas operations to reap benefits in the long term. As a result of which, the Company is looking forward for a sustainable growth in its investee Companies in the coming years which would enhance the shareholders value.

Risks and Concerns

The operations of TVS Motor Company Limited ("TVSM") and Emerald Haven Realty Limited ("EHRL") have a major impact on the profitability of your Company.

The Company continuously evaluates its investments in group companies to ensure that the same meets the objective of ensuring maximisation of value to all its stakeholders in a prudent manner.

The Company expects to make full use of the growth opportunities available to it as a CIC, however, the challenge remains on being able to leverage these initiatives to carve out a space in the competitive industry, within the regulatory and compliance framework.

Human Resource Development

Consequent to the Demerger, your Company continues to employ sixty eight permanent employees and six non-permanent employees to look after the business and administration of the Company.

Given the nature of business your Company is engaged in, there have been no material developments in Human Resource and Industrial Relations front. The information on the number of persons employed have been provided in Business Responsibility and Sustainability Report (BRSR) (Annexure V).

Internal Control Systems and their adequacy

The Board holds the responsibility for assessing and approving the efficiency of internal controls, including financial, operational, and compliance aspects. The Company has implemented a robust and sufficient internal control system to safeguard its assets against loss and ensure proper authorization and recording of all transactions.

The internal control system is continuously enhanced and evaluated for effectiveness. The information provided to management is accurate and prompt. The Company prioritizes the reliability of financial reporting and adherence to legal and regulatory requirements. To strengthen controls, the Company utilizes technology and centralizes processes, enhances monitoring, and maintains effective tax and treasury strategies.

The Audit Committee oversees the effectiveness of internal controls, employing new technologies that influence financial controls and risk management.

The Company has established an Internal Financial Control framework, encompassing internal controls over financial reporting, operating controls, and an anti-fraud framework. The framework undergoes regular reviews by management and is tested by both an independent audit firm and the internal audit team. The results are presented to the Audit Committee. Based on periodic testing, the framework is fortified to ensure the adequacy and effectiveness of Internal Financial Controls.

Regulations

In August 2020, the Reserve Bank of India (RBI) revised the framework for Registered Core Investment Companies (CICs) for addressing systemic risks carried by inter-connectedness of CICs and their group companies. The Revised Framework made it mandatory for all the Systemically Important CICs to set up a policy for ascertaining the ‘fit and proper' status of directors on a continuous basis and periodically furnish a report on the same to RBI to increase oversight over CICs and ensure adherence to good corporate governance.

To enhance disclosure standards, the Revised Framework of RBI also mandated CICs to prepare consolidated financial statements in accordance with the provisions of Companies Act, 2013, to provide a clear view of the financials of the group, and maintain a functional website with annual report, corporate governance report, management discussion and analysis, along with adequacy of internal controls.

RBI also restricted the number of layers of CICs within a group to two, irrespective of the extent of direct or indirect holding/ control exercised by a CIC in the other CIC.

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

7. INVESTMENT / DISINVESTMENT IN SUBSIDIARIES AND ASSOCIATE(S)

During the year under review, the Company invested in the Equity Share Capital of the following Subsidiaries / Associate(s):

8. KEY FINANCIAL RATIOS

The financials for FY 2023-24 have been prepared giving effect to Composite Scheme of Arrangement. Therefore the details of significant changes in key financial ratios in terms of Regulation 34 of the Listing Regulations have not been disclosed as the figures of 2023-24 are not comparable with that of the previous year. The details of Key Financial Ratios have been disclosed in Note No. 40 to the Standalone Financial Statements.

9. DEBENTURES

NON-CONVERTIBLE DEBENTURES (NCDS)

Pursuant to the Composite Scheme of Arrangement as approved by the Hon'ble NCLT, Chennai vide its order dated 6^th March 2023 and upon Part V of the Scheme becoming effective i.e., 11^th August 2023, Listed Non-convertible debentures ("NCDs") worth $100 Crores issued at 7.65% p.a. which form part of the Demerged Undertaking of the Company have been transferred to the Resulting Company viz., Sundaram-Clayton Limited (formerly known as Sundaram-Clayton DCD Limited). The NCDs are listed with the National Stock Exchange of India Limited ("NSE").

PREFERENCE SHARES (NCRPS)

Pursuant to the Scheme, the Board had on 25^th March 2023 allotted 234,69,21,860 9% Cumulative Non-Convertible Redeemable Preference Shares ("NCRPS") of the Company by way of bonus, i.e., 116 NCRPS of face value of $ 10 each fully paid up, for every 1 equity share of $ 5 each fully paid up, to each equity shareholder of the Company. Further, the said NCRPS was listed with the BSE Limited and the National Stock Exchange of India Limited (collectively referred to as "Stock Exchanges") effective 19^th June 2023. The date of maturity of the said NCRPS is 25^th March 2024.

Further, as part of the Scheme, VS Investments Private Limited ("Transferor Company 2"), holding 147,38,90,346 NCRPS of $ 10 each fully paid up held in the Company, was amalgamated with the Company effective 4^th August 2023. On the account of the said amalgamation 147,38,90,346 NCRPS of $ 10 each fully paid up in the Company was cancelled. Post the said cancellation the total outstanding NCRPS was 87,30,31,514 NCRPS of $ 10 each.

During the year, the Company redeemed and paid in full the redemption amount of $ 10 per NCRPS, amounting to $ 873.03 Cr along with coupon payment at the rate of 9% per annum ($ 78.57 Cr) on the redemption value to the eligible NCRPS holders of the Company as on the record date i.e., 13^th March 2024. The NCRPS were redeemed and extinguished effective 25^th March 2024.

Promoter Reclassification

During the year, the Company had received a letter from T.V. Sundram Iyengar & Sons Private Limited, member of Promoter and Promoter Group of the Company seeking reclassification from the 'Promoter' category to 'Public' category shareholders under Regulation 31A of the Listing Regulations. Consequent to the same, the Company has obtained the approval of the shareholders of the Company through Postal Ballot on 29^th March 2024 and has filed necessary applications to the Stock exchanges. The approval of Stock exchanges for Promoter Reclassification is awaited.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Committed to social responsibility, the Company works to drive positive change in rural communities through the Srinivasan Services

Trust (SST). SST prioritizes health, education, environmental well-being, and economic empowerment in these areas. The core approach centres around total community involvement, ensuring all stakeholders participate and that projects are sustainable in the long run.

This participation is central to SST's success. SST has developed a mature model that emphasizes community involvement in every project, even adapting best practices from Total Quality Management (TQM) to the rural development landscape. This results in programs and structures that foster not only growth but also long-term sustainability for these communities.

SST fosters integrated, holistic, and participatory village development, working together with both communities and the Government. This collaborative approach ensures sustainable progress in the villages supported. Over the past 28 years, SST has empowered over 60,000 women by organizing them into Self Help Groups (SHGs).

Furthermore, SST has implemented over 350 water conservation projects, including desilting tanks and irrigation channels, and has repaired and renovated over 2,600 pieces of rural government infrastructure.

Looking ahead, SST is committed to continuous improvement.

In the last few years SST has stitched partnerships with several NGOs and Foundations to work on specific areas of water, health and hygiene, capacity building of SHGs, quality education and livelihoods through effective livestock management and entrepreneurship.

SST has won the following awards in FY24:

• Best CSR and Sustainability Practices Award 2022-23 (awarded in 2023-24) by Asian Centre for Corporate governance and Sustainability.

• Economic Times Human Capital Awards 2023 - Winner (Gold) in Change Management

• CSR Journal Excellence Award 2023 - Special commendation for Water Conservation work in Tiruvannamalai.

• Maharashtra CSR Awards 2023 by India CSR - for Silage: Livestock Development

• CII National HR Circle Award for Best practices - Winners in 2 Platinum in Change Management & Digitization.

• NHRD 12^th Showcase Best Corporate HR Practice - Runners-up.

CSR activities have already been textured into the Company's value system through SST, established in 1996 with the vision of building self reliant rural community.

Over 28 years of service, SST has played a pivotal role in changing lives of people in rural India by creating self-reliant communities that are models of sustainable development.

The Committee formulated and recommended a CSR Policy in terms of Section 135 of the Companies Act, 2013 (the Act, 2013) along with a list of projects / programmes to be undertaken for CSR spending in accordance with the Companies (Corporate Social Responsibility

Policy) Rules, 2014. The projects / programmes undertaken by SST and other eligible Trusts are falling within the CSR activities as specified under Schedule VII to the Act, 2013.

Based on the recommendation of the CSR Committee, the Board has approved the projects / programmes carried out as CSR for an amount of Rs. 2 Cr for undertaking similar programmes / projects constituting more than 2% of the average net profits of the Company, made during the three immediately preceding financial years, towards CSR spending for the financial year 2023-24 and the Company has met the CSR spending through SST. Mr K Gopala Desikan, Director and Group Chief Financial Officer of the Company has also ensured the spending through SST for financial year 2023-24.

The work, SST has been doing, has matured into a model centered on community participation in all its projects. SST's focus is to bring about sustainable development in villages. The key focus areas are women empowerment, repairing and renovating the village government infrastructure like the balwadis, primary schools, health centres and veterinary centres, creation of water conservation structures, desilting of water bodies and preserving the environment. SST encourages the community to alter their attitudes and take ownership of changes that bring about lasting development.

To bring in expertise in specific intervention areas like education, health and hygiene and livelihoods through livestock, SST is working in collaboration with organizations like Agastya International Foundation, Villmart, Navsahyog Foundation, Sankara Eye Foundation, Gramalaya and Shreeja Mahila Milk Producers Company Limited.

All of the projects undertaken through SST, are within the limit of

$ 1 crores individually and do not require impact assessment. However, SST is working with Tata Institute of Social Sciences (TISS) and Deloitte to carry out social impact studies.TISS is working to study the impact created on livelihoods by SST in rural Pabal area in Pune district, Maharashtra.

Deloitte is working to study the impact created on livelihoods by NABARD's wadi program. This was implemented by SST in Javadhu hills in Tamil Nadu.

As required under Section 135 of the 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 2023-24 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 2024-25, 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 Amendment Act, 2020.

12. RESOURCE MOBILISATION

During the financial year under review, no funds have been mobilised by way of Non-Convertible Debentures (NCD). Short Term loan of

$ 550 Cr was taken for operational purpose. The Board at its meeting held on 21^st March 2024, approved the proposal to raise funds upto a sum of $ 650 Cr by way of issuance of Non-Convertible Debentures (NCD) during the financial year 2024-25.

13. 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.

14. 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 31^st March 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

iv. that the Directors had prepared the annual accounts for the financial year ended 31^st March 2024 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.

15. FINANCIAL PERFORMANCE OF SUBSIDIARIES & ASSOCIATES

Post amalgamation of TVS Holdings Private Limited ("TVSHPL") with the Company, pursuant to the Composite Scheme of Arrangement as approved by the Hon'ble NCLT, Chennai vide its order dated 6^th March 2023, the subsidiaries of TVSHPL viz., Emerald Haven Realty Limited ("EHRL") and its Subsidiaries / Associate have become Subsidiaries / Associate of the Company effective 16^th June 2023., except those Companies incorporated post acquisition.

Acquisitions

During the year under review, the Company has acquired the additional stake in Emerald Haven Realty Limited (EHRL) on 30^th June 2023 (11.20%) and 5^th January 2024 (11.66%) aggregating to 22.86% from the existing shareholders of EHRL and the Company holds 89.26% of equity capital in EHRL as at 31^st March 2024. Post 31^st March 2024, the Company has acquired additional stake of 10.74% in Emerald Haven Realty Limited ("EHRL"), by way of purchase of 2,74,43,333 equity shares of $ 10/- each from the existing shareholders viz., Sandwood Investments Limited ("Sandwood") on 3^rd May 2024. Consequent to the above, the shareholding of the Company in EHRL increased to 100%, thereby EHRL became a wholly owned subsidiary of the Company effective 3^rd May 2024.

During the year under review, the Company had incorporated a wholly owned subsidiary namely viz., TVS Holdings (Singapore) Pte Limited effective 11^th January 2024.

Disinvestments

During the year under review, the Company has divested its entire shareholding of 2.30% in its subsidiary company viz., TVS Credit Services Limited.

As on 31^st March 2024, the following companies and bodies corporate are the subsidiaries / associates of the Company:

Subsidiaries:

1. TVS Motor Company Limited (TVSM), Chennai

2. Emerald Haven Realty Limited (EHRL), Chennai

3. TVS Holdings (Singapore) Pte Limited (w.e.f. 11^th January 2024)

Subsidiaries of TVSM

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

2. Sundaram Auto Components Limited (SACL), Chennai

3. TVS Digital Limited, Chennai

4. TVS Motor Services Limited, Chennai

5. TVS Electric Mobility Ltd, Chennai

6. PT TVS Motor Company Indonesia, Jakarta.

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

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

Subsidiaries of EHRL

1. Emerald Haven Projects Pvt Ltd

2. Happiness Harmony Property Developers Pvt Ltd

3. Emerald Haven Property Development Ltd

4. Emerald Haven Realty Developers (Paraniputhur) Pvt Ltd

5. Emerald Haven Development Ltd

6. Emerald Haven Life Spaces (Radial Road) Ltd

7. Emerald Haven Town & Country Pvt Ltd

8. Emerald Haven Towers Limited

9. Emerald Haven Residences Private Limited (w.e.f. 19^th June 2023)

10. Emerald Haven Properties Private Limited (w.e.f. 8^th January 2024)

11. Emerald Haven Builders Private Limited (w.e.f. 9^th January 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 TVSM Singapore Pte. Limited

1. The Norton Motorcycles Co Limited, UK

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

3. The GO Corporation(GO AG), Switzerland

4. TVS Digital Pte Ltd, Singapore

5. EBCO Limited, UK

6. Celerity Motor GmbH, Germany

Subsidiaries of GO AG

1. EGO Movement, Stuttgart GmbH, Germany

Subsidiaries of SEMG

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

2. Colag E-Mobility GmbH, Germany

3. Alexand'Ro Edouard'O Passion V?lo S?rl, Switzerland

Associate Company

1. TVS Training & Services Limited, Chennai

Associates of TVSM

1. Ultraviolette Automotive Private Limited, Bengaluru

2. Tagbox Solutions Private Limited, Bengaluru (upto 30^th March 2024)

3. DriveX Mobility Private Limited, Coimbatore

4. Indian Foundation for Quality Management, Bengaluru (w.e.f. 15^th February 2024)

Associates of EHRL

1. Emerald Haven Housing Private Limited, Chennai (w.e.f. 24^th October 2023)

Associates of TVSM Singapore Pte. Limited:

1. Killwatt GmbH, Germany

2. ION Mobility Pte. Limited, Singapore (w.e.f. 14^th March 2024)

Associates of TVS Digital Pte Ltd:

1. Tagbox Pte Limited, Singapore

2. Predictronics Corp., USA

3. Scienaptic Systems Inc., USA

4. Altizon Inc, USA

TVS Motor Company Limited (TVSM)

TVSM is engaged in the business of manufacturing two and three-wheelers. During the year 2023-24, TVSM's total revenue including other income was $ 31,925 Cr and earned a profit after tax of

$ 2,083 Cr. TVSM for the year 2023-24, declared and paid an interim dividend of $ 8 per share (800%) absorbing a sum of $ 380 Cr on 47,50,87,114 equity shares of $ 1 each.

Emerald Haven Reality Limited (EHRL)

During the year, Emerald Haven Reality became the subsidiary of TVSHL. EHRL registered a sales booking value (BV) of $ 1,331 Cr, with a growth of 43%, backed by strong sales across new launches and sustenance projects. EHRL had worked on various value engineering measures to control operating and fixed costs, which helped in the operating performance of the Company.

TVS Holdings (Singapore) Pte Limited

The Company was incorporated on 11^th January 2024 for carrying out overseas business acquisitions and investments.

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 the year 2023-24, TVS CS's overall disbursements registered at $ 25,018 Cr as compared to $ 21,652 Cr in the previous year registering growth of 16%.

The book size of TVS CS registered a robust growth of 26% and is presently at around $ 25,900 Cr. Total income during the FY24 grew by 40% at

$ 5,796 Cr from $ 4,152 Cr during the FY23. The PBT grew by 49% at

$ 763 Cr as against $ 512 Cr during the previous year.

TVS CS raised $ 380 Cr from PI Opportunities Fund I Scheme II, an alternative investment fund controlled by Premji Invest Limited. PI Opportunities Fund had made an aggregate investment of $ 828.52 Cr in TVS CS as a combination of primary and secondary investment.

The following companies are the 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

All the above subsidiaries are yet to commence their operations.

Sundaram Auto Components Limited (SACL)

SACL is a wholly owned subsidiary of TVSM. SACL manufactures plastics components used in the automobile industry. It has manufacturing plants located at Chennai and Hosur in Tamil Nadu,

Mysore in Karnataka, Bhiwadi in Rajasthan, Nalagarh in Himachal Pradesh, and Sanand in Gujarat.

The total income of SACL was $ 765 Cr in the current year as against

$ 787 Cr in the previous year 2022-23.

SACL earned a profit before tax of $ 29 Cr after incurring a NIL exceptional cost during the year 2023-24 as against profit of $ 24 Cr in the previous year after exceptional cost of $ 1.9 Cr. Exceptional cost includes separation cost.

During the year under review, SACL has distributed a sum of $ 310 Crores to the Company towards extinguishment of 3,26,31,578 equity shares held by the Company, consequent to the reduction of share capital under Section 66 of the Companies Act, 2013 as approved by the Hon'ble National Company Law Tribunal, Chennai.

SACL declared a dividend of $ 1.64/- per share on the equity shares for the year ended 31^st March 2024 absorbing a sum of $ 1.96 Cr.

TVS Digital Limited (TVS Digital)

TVS Digital Limited (Formerly known as TVS Housing Limited) is a wholly owned subsidiary of TVSM.

The name and the main objects of the Company was changed during the FY 2023-24 from TVS Housing Limited to TVS Digital Limited to reflect its new objects and carry on the business activities relating to Digital / Information Technology and other related services.

TVS Motor Services Limited (TVS MS)

TVS MS was initially the investment SPV of TVSM, for funding TVS Credit Services Limited (TVS CS).

TVS MS now holds 0.48% only in TVS CS and TVS MS continues to be a wholly owned subsidiary of TVSM.

TVS Electric Mobility Ltd, Chennai (TVSEM)

The Company was incorporated on 13.12.2021 to undertake Electric Mobility business. The entire shares of TVSEM have been subscribed by TVSM and hence, TVSEM is a wholly owned subsidiary of TVSM. The Company is yet to commence its operations.

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 Motor Company Indonesia.

TVS Motor (Singapore) Pte. Ltd

TVS Motor (Singapore) Pte Limited, a wholly owned subsidiary of TVSM.

During the year, TVSM has invested a sum of SGD 199.50 Mn in the ordinary shares of SGD 1/- each of TVS Motor (Singapore) Pte Limited.

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

TVS Digital Pte Ltd, Singapore

TVS Digital Pte Limited, Singapore is a wholly owned subsidiary of TVS Motor (Singapore) Pte Limited. The Digital start-up offers a range of solutions across their Auto-tech and Fintech platforms and has secured clients in Bangladesh, Bolivia, India, Indonesia, Nepal, Philippines and Singapore. The product offerings centre around AI Driven Credit Decisioning and Collections in Fintech and a suite of Sales acceleration and Consumer Experience enhancements apps in the Auto-tech platform that is also finding applicability in Real Estate and B2B businesses. Revenue streams have commenced, and the team is now focused on scaled profitable growth to help deliver focused unit economics objectives. The Company has recently established an entity in India as well which is focused on IT professional services and is also scaling rapidly.

PT. TVS Motor Company Indonesia (PT TVS)

During the financial year, PT TVS two-wheeler sales grew by 37%, standing at 0.11 million units as against 0.08 million units during the previous financial year, and three-wheeler sales is at 7000 units as against 19,000 units during the previous financial year. During the year PT TVS reported Operating EBITDA of $ 8 Mn as against $ 8.3 Mn during the last year.

Swiss E-Mobility Group (Holding) AG (SEMG)

The Swiss E-Mobility Group (SEMG), along with its subsidiaries Swiss E-Mobility Group (Schweiz) and Colag E-Mobility GmbH, operates under the full ownership of TVS Motor (Singapore) Pte Ltd. This organizational structure supports SEMG's strategic initiatives across the European markets, particularly focusing on the e-bike segment.

SEMG is strategically expanding its footprint in Europe, aiming to capitalize on the region's status as the second largest e-bike market after China. The company is enhancing its presence through a portfolio of both premium and technologically advanced brands. As a leading provider in the DACH region (Germany, Austria, and Switzerland), SEMG operates the largest pure-play e-bike retail chain, m-way, with new expansions including two stores in Austria, bringing their total to 35 physical stores across Switzerland and Austria. Additionally, SEMG maintains a robust online presence through two e-commerce platforms.

With a diverse e-bike brand portfolio like Cilo, Simpel, Allegro, and Zenith-Bikes, SEMG has developed a strong omnichannel distribution network. This not only enhances its market presence but also aligns with consumer aspirations within the e-mobility sector.

In FY 2023-24, SEMG reported revenues of $ 76.6 million, yet faced a loss of $ 25.4 million, mainly due to challenging conditions in the European e-bike market. Holding a dominant position with approximately 20% market share in Switzerland, SEMG stands as the region's leading provider. For 2024, the company is strategically focusing on reaching profitability by improving operational efficiencies and expanding its B2C (both offline and online) and B2B segments. SEMG is currently piloting the B2C offline model in Germany and Austria and is investing in the introduction of a B2B e-bike brand portfolio.

SEMG is leveraging emerging trends in the personal mobility sector by focusing on various e-bike categories, including e-city, e-urban, e-trekking, e-mountain, and e-cargo bikes. As e-bikes gain recognition for their sustainability and user-friendliness, the European market is experiencing increased regulatory backing and consumer uptake. E-bikes currently make up about 17% of all bicycles in Europe, with an expected annual growth rate of approximately 8%, signalling significant market opportunities. The global e-bike industry is projected to reach $ 25 billion within the next five years.

In conclusion, SEMG's strong market presence and strategic initiatives highlight its capability to carve out a distinct niche in the European e-bike industry. By concentrating on enhancing operational efficiencies and expanding its market reach, SEMG is well-positioned to transform into a profitable entity, all while contributing to the advancement of sustainable transportation solutions.

The GO Corporation, Switzerland (the GO AG)

In September 2021, TVSM acquired majority stake in the GO AG, Switzerland and its subsidiary EGO Movement through TVS Motor (Singapore) Pte Ltd. EGO Movement is a Swiss technology company providing innovative mobility solutions through a portfolio of e-bikes, e-cargo bikes and matching accessories. The Company has a strong presence in Switzerland, Austria and Germany with customer-centric products, a unique omnichannel network and a visionary team at its helm.

The GO Corporation and its subsidiaries have a strong presence in Europe with customer-centric products and a unique omnichannel network. In CY23, GO Corporation group reported a revenue of CHF 4.9 Mn as against CHF 4.6 Mn during CY22. With the further expansion / upgrade of retail network, and expansion of e-commerce channels along with the recovery in the economy we expect GO Corporation to do better in the year 2024.

Over the past decade, the personal mobility landscape has evolved significantly with the global sustainability agenda, increasing urbanisation and advancement in battery technology.

EGO Movement's product portfolio focuses on delivering sustainable products with the latest technology and stylish designs. A powerful battery is blended harmoniously into the frame, whose ergonomic design allows for a comfortable upright sitting position. In addition, EGO Movement's connectivity platform is enhancing security and convenience for the vehicle's user with smart features such as keylessgo, GPS location with theft alarm and access-sharing. The unique and innovative design philosophy has earned the Company multiple awards, including the prestigious Red Dot Award and in 2022 the German Brand Award.

This acquisition is in line with the Company's commitment towards electrification and the broader sustainability agenda for building an aspirational product portfolio while nurturing sustainable and scalable brands. EGO Movement is a Swiss technology company providing innovative mobility solutions through a portfolio of e-bikes, e-cargo bikes and matching accessories.

EBCO

In April 2022, TVSM acquired a 70% share in EBCO ltd through TVS Motor (Singapore) Pte 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 region. During FY24, EBCO reported a revenue of GBP 0.8 Mn as against GBP 0.5 Mn during FY23.

2023 saw a complete revamp of the range to update and modernise the offering providing a premium quality product at affordable pricing to hit the volume market. A new sales team was onboarded in Q3. UK market was impacted on account of overall market sentiments and huge accumulation of stock in the market.

2024 will be first full trading period with product available ready for the season's start. There was a small existing network of retail partners in place, and the addition and expansion of retail partnerships is developing to obtain national coverage, whilst working and developing the omnichannel also.

With the new products & strong dealerships planned, EBCO is placed in a good position to obtain good market share.

The Norton Motorcycle Co Limited, UK

Since the acquisition of Norton in 2020, the Company has built a strong foundation by setting up a state-of-art facility, a new engineering and design centre to further the growth of Norton. During FY24, Norton has launched special editions to celebrate 125 years of brand legacy.

Overall, the premium and super-premium markets are expected to grow consistently, and Norton is preparing its portfolio to become a strong player with a series of products getting closer to market readiness. The Company will continue to invest during the upcoming 8 quarters. The Company's engineering, design & development and supply chain capabilities will be leveraged to ensure high quality products are delivered in a cost-efficient and timely manner.

TVS Training and Services Limited (TVS TS)

TVS TS is engaged in the business of establishing and providing vocational training to various industries and is participating in the National Skill Development Projects. During the year, TVS TS earned an income of $103.59 Cr and profit after tax for the year ended 31^st March 2024 was $ (0.57) Cr.

16. 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 and Regulation 33 of the Listing Regulations 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 at the Registered Office during business hours as mentioned in the Notice of AGM.

The consolidated Profit Before Tax of the Company and its subsidiaries & associates amounted to $ 2,786.42 Cr for the financial year 2023-24 as compared to $ 2,013.32 Crores in the previous year.

Special Recognition to Mr Venu Srinivasan, Chairman

During the year under review, Mr Venu Srinivasan, was conferred with an "Outstanding Institution Builder" Award at the 13^th Managing India Awards - recognizing his exceptional vision and leadership in building an organization and who has been the driving force of an organization.

Mr Venu Srinivasan also received the "Lifetime Achievement Award" at the EY Entrepreneur of the Year 2023 in recognition of his visionary leadership and for his decades of entrepreneurial excellence in revolutionizing the two-wheeler industry in India.

Special Recognition to Mr Sudarshan Venu, Managing Director

Mr Sudarshan Venu received "Next Gen Leader" award at the Indian Family Business Awards 2022. This remarkable recognition was a testament to his visionary leadership and unwavering commitment to innovation in the automotive industry.

Directors' appointment / re-appointment / cessation

During the financial year, the following changes happened in the Board of Directors of the Company:

The Board of Directors of the Company at its meeting held on 11^th August 2023 approved / noted the following changes consequent upon Demerger:

* Mr Venu Srinivasan (DIN: 00051523), was designated as Non-Executive Chairman of the Company and ceased to be Chairman Emeritus and Managing Director effective 11^th August 2023;

* Dr. Lakshmi Venu (DIN: 02702020), ceased to be Managing Director and Director of the Company effective 11^th August 2023; and

* Mr R Gopalan (DIN: 01624555), Non-executive Chairman ceased as Chairman of the Company and continued as a Non-executive Director.

Mr Rajesh Narasimhan (DIN: 07824276) resigned as Non- Executive Director of the Company effective close of business hours of 11^th August 2023 due to personal reasons.

Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 11^th September 2023 approved the following:

• Appointment of Mr Sudarshan Venu (DIN: 03601690), as Managing Director for a period of five years, effective 11^th September 2023, on such remuneration to be decided as and when deemed fit by the Board;

• Appointment of Mr Timm Tiller (DIN: 10289596), as an Additional Director and Non-Executive Independent Director of the Company, for a term of five consecutive years effective 11^th September 2023; and

• Re-appointment of Ms Sasikala Varadachari (DIN: 07132398) as Non-Executive Independent Director for a second term of 3 years effective 24^th October 2023.

All the above subjects were approved by the shareholders by ordinary / special resolutions, through Postal Ballot on 20th October 2023. Further, as required under Section 196 read with Clause (e) of Part I of Schedule V of the Companies Act, 2013 the approval of the Central Government was also received on 2^nd February 2024 for the appointment of Mr Sudarshan Venu as Managing Director, being a non-resident.

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 K Gopala Desikan, Director & Group Chief Financial Officer, is liable to retire by rotation, at the ensuing AGM.

The Directors have recommended his re-appointment for the approval of shareholders. Brief resume of the Director is 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. In the opinion of the Board, the Independent Directors appointed during the year are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields.

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. 89. 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.

Separate meeting of Independent Directors

During the year under review, a separate meeting of IDs was held on 11^th March 2024.

Based on the set of questionnaires, complete feedback on Non-Independent 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)

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 Non-Executive Director 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 2023-24.

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

IDs reviewed the Company's performance during the year 2023-24 and the comparative data on financial / market cap for the year 2023-24.

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-

Mr Venu Srinivasan Chairman's vision is a driving force and has also made major contribution to the automotive industry and nation building at large for the last four decades;

His dedication to the transformation of rural India by empowering women in the rural areas can be seen through his passion towards setting up the Srinivasan Services Trust which has touched the lives of 1.6 million people in 2500 villages across the country in the last 28 years

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.

IDs also noted that his vast experience to bear on steer Board discussions and decisions for the benefit of the Company and Shareholders.

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 an expert in each domain viz., Engineering, Finance, Marketing, Legal, Banking, Administration and International trades and is well balanced with the addition of Directors, with domestic and international experience and also from new industries

The Company's management is well guided by the Non-Executive Directors; and 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 is in compliance with the SEBI Listing

Regulations and ahead of the benchmark as per the Corporate Governance Scorecard in overall position.

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 year under review and also that the relationship between the top management and Board is 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 are 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.

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 shall 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.

Criteria for performance evaluation, disclosures on the remuneration of Directors, criteria of making payments to Non-Executive 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 and 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; and e. Corporate Social Responsibility Committee for overseeing CSR initiatives and inclusive growth.

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 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 continues to devote such time as is necessary for the proper performance and effectively discharge their duties, all of them to devote appropriate time to fulfil their duties.

Board and its Committees has 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 2023-24, the Board met seven times and details of the meetings are provided as part of Corporate Governance Report prepared in terms of the Listing Regulations.

Statutory Auditors

The Company at its Sixtieth AGM held on 28^th June 2022 re-appointed M/s Raghavan, Chaudhuri & Narayanan, Chartered Accountants, Bengaluru, having Firm Registration No. 007761S allotted by The Institute of Chartered Accountants of India, as Statutory Auditors of the Company to hold office, for the second term of five consecutive years, from the conclusion of the said AGM, at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Effective 14^th March 2024 the Company has become a Core Investment Company ("CIC"), and thereby the Company is required to adhere to the Regulations prescribed by RBI in connection with the appointment of Statutory Auditors. As prescribed by Reserve Bank of India ("RBI") vide their circular dated 27^th April, 2021 the regulations are applicable to the Company.These guidelines contain instructions regarding the manner of appointment, number of auditors, eligibility criteria, tenure, rotation as well as norms for ensuring the independence of auditors.

Based on the above said circular, M/s Raghavan, Chaudhuri & Narayanan, Chartered Accountants, communicated their ineligibility on the continuation as Statutory Auditors of the Company and tendered their resignation effective 9^th May 2024.

To fill up this casual vacancy, the Board of Directors in its meeting held on 9^th May 2024 have appointed M/s. N C Rajagopal & Co., Chartered

Accountants, Chennai (ICAI Firm Registration Number: 003398S) as the Statutory Auditors of the Company effective 10^th May 2024 till the conclusion of ensuing Annual General Meeting. Your Company has received an eligibility letter from the Auditors for their appointment in accordance with Sections 139 and 141 of the Act read with the RBI circulars in connection with the appointment of Statutory Auditor. Necessary resolutions are being placed in the ensuing Annual General Meeting for approval of shareholders for appointment done in casual vacancy and also for further appointment for a term of 3 years from the conclusion of Annual General Meeting.

The Auditors' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements.

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 2023-24, given by Ms B Chandra, Practising Company Secretary, Chennai is attached to this Report.

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

The Board at its meeting held on 9^th May 2024 has re-appointed Ms B Chandra, Practicing Company Secretary, Chennai having CP No. 7859 allotted by the Institute of Company Secretaries of India as Secretarial Auditors for the financial year 2024-25.

Cost Auditor

Pursuant to the Composite Scheme of arrangement being effective 11^th August 2023, the diecasting business has been demerged to Sundaram-Clayton Limited (formerly known as Sundaram-Clayton DCD Limited) the Company is not required to maintain the Cost records from 11^th August 2023 to 31^st March 2024. Hence, the Company had maintained the cost records for the period upto 10^th August 2023.

The Company has filed the Cost Audit report on 23^rd August 2023 for the FY 2022-23. The Company will file the Cost Audit report for the period from 1^st April 2023 to 10^th August 2023 in due course.

19. 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 Chief Financial Officer (CFO) of the Company have certified to the Board on financial statements and other matters in accordance with the Regulation 17 (8) of the Listing Regulations pertaining to CEO / CFO certification for the financial year ended 31^st March 2024.

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 2023-24, filing of BRSR is mandatory for the top 1,000 listed companies by market capitalisation. Accordingly, for the financial year ended 31^st March 2024, Company has published BRSR, in the prescribed format is given as Annexure V to this Report and is available on the Company's website in the link as provided in page no. 89 of this Annual Report.

21. 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. 89 of this Annual Report.

22. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Section 76 of the Act, 2013 and the RBI Act, 1934 and the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank of India) Directions, 2016 for the year ended 31^st March 2024 and there are no such Public Deposits Outstanding as on 31^st March 2024.

Information on conservation of energy, technology absorption, foreign exchange etc:

As the Company is a Core Investment Company investing in Subsidiaries and Associate(s), the particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities.

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 Annual Return (Annexure I) in prescribed form is available on the Company's website in the link as provided in page no. 89 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 are no material related party transactions under Section 188 of the Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

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. Company has complied with provisions relating to the constitution of Internal 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 2023-24.

During the year 2023-24, 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 14^th March 2024 issued by RBI under Section 45-IA of the RBI Act. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits / discharge of liabilities by the Company.

24. ACKNOWLEDGEMENT

The Directors gratefully acknowledge the continued support and cooperation received from the Promoters and also thank the bankers, investing institutions, customers, dealers, vendors and sub-contractors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the very good work done 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