TVS Srichakra Ltd

Dear Members,

Your directors are pleased to present the 41^st Annual Report and the audited Financial Statement together with the consolidated Financial Statement of your Company for the financial year ended 31^st March 2024.

Financial Results and State of Affairs

Rs. in Crores

During the reporting year, your standalone company's revenue from operations decreased to 2,754.03 crores in 2023-24, compared to

2,865.39 crores in the previous year, marking a decline of 3.89%. Despite this, the company increased its profit before tax to 138.95 crores from 91.29 crores, representing a substantial 52.20% year-on-year growth. Additionally, EPS rose to 135.25 in March 2024 from

91.58 in March 2023, reflecting a 47.69% increase year-on-year.

Operational Performance

The year gone by saw an easing of inflation – especially raw material costs. This, along with the measures adopted by your Company to improve internal performance, saw margins rising.

Your Company continues its efforts at expanding its market presence.

While sustaining its presence in supplies to traditional two and three-wheeler manufacturers, your Company made deep inroads into the emerging and fast-growing EV segment. Your Company consolidated its position as a leading supplier of tyres in this segment.

The domestic aftermarket saw a period of consolidation, with your Company taking steps to expand its distribution as well as enrich its product portfolio, with new offerings in the premium and radial tyre segments.

Exports of two-wheeler tyres saw your Company showing strong growth. Your Company expanded its geographical coverage of markets serviced as well as the introduction of new products targeted at specific geographies. Your Company's design and marketing office in Milan, Italy continues to contribute to the globalization initiatives being taken.

The Off Highway Tyre (OHT) segment has seen your Company undertake a significant expansion at its Madurai facility. Most of the year gone by was spent on developing an expanded product range using the new facility. The new products developed have seen encouraging market acceptance and will contribute in no small measure to your Company's growth as we go ahead.

The year gone by also saw your Company acquire a company in the United States of America. The acquired company – Supergrip Corporation – is a boutique firm in the OHT segment. This acquisition is representative of your Company's desire to grow our global presence in the OHT segment.

Capital Expenditure and Expansion Project

During the year under review, capital expenditure amounted to 243.39 crores. Production capacity was increased in both the off-highway and two-wheeler segments, in accordance with the expansion program announced in December 2021.

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 2024 was 11.76 Crores.

Dividend

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://tvseurogrip.com/wp-content/uploads/investor-relations/POLICY/DIVIDEND-DISTRIBUTION-POLICY.pdf.

Considering the improved performance of your Company, the board of directors are pleased to recommend final dividend of 47.34/- (@473.40%) per Equity Share of a face value of 10/- per Equity Share. The dividend recommendation is according to Dividend Distribution Policy of your Company.

The dividend will result in a total pay-out of 36.25 crores.

Consolidated Performance

On a consolidated basis, your Company registered a turnover of 2,926.00 crores, a decrease of 1.98%. The company's consolidated net profit stood at 107.76 crores as against the previous year's net profit of 77.82 crores, an increase of 38.47%.

Highlights of performance of subsidiary companies

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

1.03 crores).

TVS Sensing Solutions Private Limited (TSSPL), wholly owned subsidiary of TSIL, recorded a net operational turnover of 135.33 crores during the year under review, showing an increase of 13.73% compared to the previous year. TSSPL recorded a Profit after tax of 10.18 crores showing an increase of 7.16% compared to the previous year.

Fiber Optic Sensing Solutions Private Limited (FOSSPL), subsidiary of TSSPL, recorded a net operational turnover of 2.30 crore showing an increase of 40.24% compared to the previous year. FOSSPL made loss after tax of 1.94 Crores compared to a loss of 1.71 Crores in the previous year.

Super Grip Corporation, the US based wholly owned subsidiary of your Company recorded a net operational turnover of 36.70 crores and recorded loss after tax of 4.04 crores during the year.

Subsidiary / Associate companies

During the financial year, your company has established an overseas wholly owned subsidiary company i.e., M/s. Super Grip Corporation, USA.

The audited financial statements of the following subsidiary companies have been consolidated with the Company as on 31^st March 2024.

a) TVS Srichakra Investments Limited (TSIL) - wholly owned subsidiary of TSL b) Super Grip Corporation, USA - wholly owned subsidiary of TSL (effective from 02.11.2023 - unaudited) 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 2024 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 members at the Registered Office of the Company pursuant to the provisions of Section 136 of the Act. The Company shall provide free of cost, a copy of the financial statement of its subsidiary companies to the members upon request. The financial statements of the subsidiary companies are also available on the website of the Company at https://tvseurogrip.com/.

Awards and Recognition

During the financial year, your company has continued to excel and achieve significant milestones, garnering many awards and recognitions across various categories. This distinguished award recognizes 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.

Transfer to Reserves

Your Company does not propose to transfer any amount to general reserve for financial year 2023-24.

Deposits

Your Company has neither accepted nor renewed any deposits during the financial year 2023-24 in terms of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Related Party Transactions

The details on the Policy on Related Party Transactions have been uploaded on the website of the Company at https://y9u4s6b5.rocketcdn.me/wp-content/uploads/investor-relations/POLICY/Related-Party-Transactions-Policy-with-effect-from-April-1-2022.pdf.

During the financial year ended March 31, 2024, 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 the prior approval of Audit Committee and the Board of Directors, as required under the SEBI (LODR) Regulations. Monitoring of related party transactions was carried on a quarterly basis by 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.

Particulars of Loans, Guarantees or Investments

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 established an overseas wholly owned subsidiary, M/s. Super Grip Corporation, USA, through an equity investment of $4 million (33.41 crores) by subscribing to 400 common shares at $10,000/- each.

Your Company has also invested 4.35 crores by subscribing to 22,575 equity shares of 10 each in M/s. Clean Max Genesis Private Limited, to increase renewable energy usage under the Group Captive Arrangement.

Risk Management

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 dimensions of risk include areas such as cyber security, information security, business continuity, data privacy, and the execution of large deals. 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 ensured the resilience of its operations in the face of evolving threats. These measures help to safeguard the Company's interests and enhance 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.

Material changes and commitments affecting the financial position during the financial year and the date of the report.

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.

Change in nature of business

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

Share Capital

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.

Issue of Equity Shares with differential rights

Company has not issued Equity Shares with differential rights.

Issue of Sweat Equity shares and Employee stock options

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

Human Resources Management

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

Particulars of Employees and Related Disclosures

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 member 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 41^st 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.

Prevention of sexual harassment at workplace

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 extensively on creating awareness through campaigns across all its 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.

Corporate Governance

Our corporate governance practices are reflective of the culture of the organization grown over the years to deliver optimum shareholder 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 2024 forms part of this Report.

Board diversity

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.

Meetings of the board of directors

An annual calendar of board and committees' meetings for the fiscal 2024 was circulated in advance to the directors. The board of directors met 8 (Eight) times during the year ended 31^st March 2024. 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.

Remuneration Policy

The details of board and committee 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 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 is available on Company's website at: https://tvseurogrip.com/wp-content/uploads/investor-relations/POLICY/Remuneration-Policy.pdf.

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/committee meetings.

Declaration by Independent Directors

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.

Board Evaluation

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.

Familiarization Programme for Independent Directors

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.

Director Liable to Retire by Rotation

Mr. S. Ravichandran (DIN: 01485845), Non-Executive Director, is liable to retire by rotation at the forthcoming AGM and seeks reappointment. Based on performance evaluation, the Board has recommended for his reappointment. The notice convening the 41^st Annual General Meeting includes further details.

Appointment / Cessation

During the year under review, there were certain key appointments and changes.

New Appointments

Mr. Ashok Srinivasan (DIN: 06539656) and Mr. Piyush Jinendrakumar Munot (DIN: 00119507) were appointed as Non-Executive Independent Directors on the Board at its meeting held on 13^th February 2024, based on the recommendation of the Nomination and Remuneration Committee. Their terms of appointments are for five consecutive years, effective from 13^th February 2024. The members of the company approved their appointments through special resolutions via postal ballot on 3^rd April 2024.

Reappointments

Mr. V. Ramakrishnan (DIN: 00002931) was reappointed as an Independent Director for a second term of five years, effective from 27^th September 2023.

Cessations

Mr. M. S. Viraraghavan (DIN: 00249874) ceased to be an Independent Director of the company, effective from 20^th December 2023, due to his demise.

Mr. H. Janardana Iyer (DIN: 02688787) retired as an Independent Director of the company upon completing his second term on 31^st March 2024.

Mr. Rasesh R. Doshi (DIN: 00538059) retired as an Independent Director of the company upon completing his second term on 23^rd May 2024.

The Board extends its gratitude to the retiring directors for their invaluable contributions and welcomes the new appointees, assured in their ability to contribute significantly to the company's future growth and governance. The Board also expresses its sincere gratitude to Late Mr. M. S. Viraraghavan for his invaluable contributions to the company during his tenure as Director.

Key Managerial Personnel

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

Committees of Board

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.

Vigil Mechanism / Whistle Blower Policy

Over the years, your Company has established a reputation of 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://tvseurogrip.com/wp-content/uploads/investor-relations/POLICY/WHISTLE-BLOWER-POLICY.pdf

No instances were reported under this mechanism and more detail about this policy are available in the Corporate Governance Report.

Managerial Remuneration

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

Internal Financial Controls and its adequacy

The Board has adopted comprehensive policies and procedures to ensure the orderly and efficient conduct of its business. These measures include adherence to the Company's policies, safeguarding of assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures. These controls are supported by well-documented procedures covering both financial and operational functions. The adequacy of these controls is regularly assessed by Internal Audit.

Significant and Material Orders

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.

Disclosure under Insolvency and Bankruptcy Code

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

Disclosure under one-time settlement

There was no instance of onetime settlement with any Bank or Financial Institution

Reporting of Frauds by Auditors

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.

Annual Return

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/.

Secretarial Standards

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

Listing on Stock Exchanges

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 2023-24 to the stock exchanges.

Investor Education and Protection Fund (IEPF)

During the year, your Company transferred unclaimed and un-encashed Interim Dividend II amounting to 46,11,210/- for the FY 2015-16. 5,390 shares related to FY 2015-16 Interim Dividend I and 4,614 shares related to FY 2015-16 Interim Dividend II, 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/.

Directors' Responsibility Statement

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.

Auditors' Reports

• The Statutory Auditors' Report for fiscal 2024 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 2024 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 2024 is attached to the Corporate Governance Report.

Statutory Auditors

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.

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.

Cost Auditor

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, Practising Cost Accountant, is appointed as Cost Auditor of the Company for the financial year 2024-25 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 members' ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 41^st 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 rules thereunder.

Secretarial Auditor

M/s. SPNP & Associates, Practising Company Secretaries, Chennai, are appointed as Secretarial Auditor of the Company for the financial year 2024-25, as required under Section 204 of the Act and Rules and Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Corporate Social Responsibility (CSR)

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.

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

The composition of 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://tvseurogrip.com/wp-content/uploads/investor-relations/POLICY/CSR-POLICY.pdf. Your Company undertakes CSR initiatives in compliance with Schedule VII to the Act. The highlights of the initiatives undertaken by the Company forms part of this Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

Business Responsibility and Sustainability Report

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report of the Company for the financial year ended 31^st March 2024 is given in separate section of the Annual Report which forms part of the Annual Report.

Management Discussion and Analysis Report

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.

Acknowledgement

We extend our heartfelt gratitude to our clients, vendors, investors, bankers and employees 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.

For and on behalf of the Board