TVS Electronics Ltd

<dhhead-BOARD'S REPORT</dhhead-

to the Shareholders

Your Directors have pleasure in presenting the 29th Annual Report of your Company for the financial year ended March 31,2024.

Financial Results

The financial performance of the Company for the year ended March 31, 2024 is summarised below. The financial statements for the year have been prepared in accordance with the mandatory accounting standards (Ind AS).

Standalone

Transfer To Reserves

The Company has not transferred any amount to Reserves.

Company's performance

During the fiscal year, the Company reported total revenues of ' 366 Crore, reflecting a 4% year-on-year growth compared to 2022-23. Revenue from the ‘Products and Solutions' segment increased by 9% to ' 267 Crore, while revenue from the ‘Customer Support Services' segment saw a slight decline of 8%, totaling ' 98 Crore. The EBIT margin decreased mainly due to higher depreciation costs from factory consolidation and increased manpower expenses. These costs were driven by new business initiatives, such as a dedicated focus on the retail segment, strengthening R&D, engineering and digital teams as well as diversification into new segments to offer value-added products and solutions through ‘Made in India' initiatives. The Company also built teams to expand its reach through alternate channels under the Products and Solutions Group. Similarly, the Company strategically invested in enhancing its workforce to spearhead the development of Infrastructure Management services and pioneering green energy ventures under CSS segment. These strategic, one-time investments, incurred

during the year are anticipated to significantly enhance the Company's future growth and profitability.

During the year, the Company invested ' 28 Crore in capital expenditures for various expansion initiatives aimed at diversifying the business and enhancing operational efficiency. Of this amount, ' 15 Crore was dedicated to the Electronic Manufacturing Services (EMS) segment, as part of expansion plan. The remaining ' 13 Crore towards Tumkur factory consolidation. Of the total capex incurred 50% was funded through internal accruals. There were no changes in the Company's core business activities during the financial year ending March 31,2024.

Dividend

The Company has a consistent dividend policy that balances the objective of appropriately rewarding shareholders through dividends and to support future growth. Though the profit for the current year is inadequate for declaring dividend, the Directors are pleased to recommend a final dividend of ' 1 per equity share (10% of the face value) for the financial year ended March 31, 2024, maintaining the consistency in dividend declaration. The dividend, if approved by the shareholders would absorb around ' 186.51 lakhs and will be paid to all the equity shareholders whose names appear in the Register of Members of the Company and depositories as on August 03, 2024.

Safety

The Company's commitment to safety and well-being is evident through its comprehensive approach and initiatives implemented across its operations. Here's a detailed explanation:

1. Comprehensive Safety Measures: The Company has established a robust framework of Standard Operating Procedures (SOPs) to ensure that health and safety protocols are strictly adhered to. These SOPs are designed in accordance with guidelines issued by both Central and State governments, as well as local authorities. This ensures that all safety measures are up-to-date and aligned with regulatory requirements, enhancing the overall safety culture within the organisation.

2. Regular Safety Training and Audits: Recognising the importance of continuous improvement in safety standards, the Company conducts regular safety training sessions for its employees. These sessions not only educate employees about safety protocols but also empower them to actively participate in maintaining a safe workplace environment. Additionally, rigorous safety audits are performed to identify potential hazards and ensure compliance with safety standards across all facilities.

3. Emergency Preparedness: The Company places a strong emphasis on emergency preparedness through dedicated Emergency Preparedness Programmes (EPP). These programmes are designed to equip employees with the necessary knowledge and skills to respond effectively to emergencies, ensuring business continuity and minimising disruptions during unforeseen events or calamities.

4. Medical Assistance and Support: To further enhance safety measures, the Company has established a dedicated medical center at its Head Office and factory. These centers provide immediate medical assistance to employees in case of emergencies, demonstrating a proactive approach to employee health and well-being.

5. Occupational Safety Initiatives: The Company's commitment to occupational safety is evident through specific initiatives such as fire safety measures, routine safety audits covering, electrical safety, and furniture & equipment handling. By ensuring the availability and proper maintenance of fire extinguishers and conducting regular safety audits, the Company reinforces its commitment to maintaining a safe working environment for all employees.

6. Support for Women Employees: Recognising the importance of gender-sensitive safety measures, the Company has implemented comprehensive policies and standard operating procedures (POSH) to prioritise the safety of women employees. This includes initiatives such as Safety Awareness Programs, and other necessary precautions both within and outside the premises.

In conclusion, the Company's elaborate safety framework underscores its commitment to creating a safe and secure workplace environment. Through proactive measures, continuous improvement initiatives, and adherence to global standards, the Company ensures that safety remains a top priority for the benefit of its employees, customers, and stakeholders alike.

Code of Business Conduct and Ethics

The Company has in place the Code of Business Conduct and Ethics for member of the Board and senior management personnel (the Code) approved by the Board. The Code is available on the Company's Website at https://www.tvs-e. in/wp-content/finreports/policy/Code%20of%20Conduct. pdf. The Code has been communicated to directors and the senior management personnel. All the members of the Board and senior management personnel have confirmed compliance with the Code of Business Conduct and Ethics for the year ended March 31, 2024. The Annual Report contains a declaration to this effect signed by Managing Director.

Vigil Mechanism / Whistle Blower policy

The Company has implemented a robust vigil mechanism overseen by the Audit Committee. As part of this mechanism, the Chairperson of the Audit Committee has been appointed as the Ombudsman responsible for overseeing the vigil process. The policy outlines a formal framework for directors and employees to report any genuine concerns or grievances related to unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Business Conduct and Ethics policy. The Company has also provided direct access to the Chairperson of the Audit Committee on reporting issues concerning Company. This Policy is amended from time to time to make it in line with the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy is available on the Company's Website at; https://www.tvs-e.in/wp-content/finreports/policv/ TVSE Vigil Blower Mechanism.pdf

Prevention of Insider Trading

The Company has a Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders in line with SEBI Regulations. The Code has been communicated to all the employees of TVS-E by conducting frequent awareness sessions and also has ensured obtaining Annual and One-time Disclosure from the designated persons of TVSE under SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders is amended from time to time to make it in line with SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code has been communicated to all the employees at the time of orientation and adhered to by the Board of Directors, Senior Management Personnel and the other persons covered under the code. The Company follows the closure of the trading window prior to the publication of price-sensitive information. The Company has adopted Fair Practices Code (FPC) as per the regulations. Code of Conduct for Insider Trading Regulation and the Fair Practices Code are available on the Company's Website

Code of Conduct for Insider Trading Regulation:

https://www.tvs-e.in/wp-content/finreports/policy/

Code%20of%20Conduct.pdf

Fair Practices Code:

https://www.tvs-e.in/wp-content/finreports/policy/

TVSE Fair Practices Code.pdf

leak of UPSI:

https://www.tvs-e.in/wp-content/finreports/policy/

TVSE UPSI Policy.pdf

Holding Company and Promoters

The members of the TVS Family had entered into a Memorandum of Family Arrangement ("MFA") dated December 10, 2020 in order to align and synchronise the ownership/ control over various companies/ businesses with the management of the respective companies, as is being currently done by the respective branches/ sub-branches of the TVS Family. In the context of the above, a Composite Scheme of Amalgamation and Arrangement ("Scheme") under sections 230 to 232 of the Companies Act, 2013 was filed with Hon'ble National Company Law Tribunal, Chennai Bench ("NCLT") and an order was pronounced on 6th December 2021 sanctioning the Scheme by the NCLT.

The Scheme was made effective on January 06, 2022 ("Effective Date"). Consequent to the same, TVS Investments Private Limited (TVSI) amalgamated with Geeyes Family Holdings Private Limited (GFHPL) with effect from February 04, 2022. As a result of the same, TVSI dissolved without the winding up process and 1,11,60,093 equity shares representing 59.84% shareholding of the Company held by TVSI were vested with GFHPL. Hence, GFHPL and Mr. Gopal Srinivasan, holding majority stakes in GFHPL became promoters of the Company. Subsequently, Geeyes Family Holdings Private Limited (GFHPL) has been renamed as TVS Investments Private Limited.

Scheme of Amalgamation:

The Board of Directors at its meeting held on November 11, 2023, approved the Scheme of Amalgamation between TVS Investments Private Limited, the Holding Company (Transferor Company) and TVS Electronics Limited (Transferee Company) ("Scheme").

The proposed merger would result in Mr. Gopal Srinivasan, promoter directly holding 59.84% of equity paid up share capital of the Company, leading to simplification of the shareholding structure and demonstrate the promoter's direct commitment to and engagement with the Company. There will not be any impact on net worth, assets and liabilities of the Company, on effectiveness of the proposed scheme. The public shareholders of the Company will continue to hold same number of shares in the Company on effectiveness of the proposed scheme as they held immediately before the Scheme.

Further, by removing TVS Investments Private Limited as a holding company of TVS-E from the shareholding layer, it gives greater flexibility to the Company to make downstream investment since the same will remove the restriction on number of layers applicable under the Companies Act 2013.

An application under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been filed with Securities and Exchange Board of India (SEBI) for seeking No Objection Certificate for the proposed Scheme. Post approval from the SEBI, the proposed Scheme will be filed with the Hon'ble National Company Law Tribunal, Chennai.

Brand Usage:

Consequent to the recognition of the ownership of the Marks "TVS" "Sundaram" and "Sundram" in the respective

TVS family members in connection with the business owned or controlled or operated by them, as part of the family arrangement amongst the TVS family members, the Board of Directors of the Company at its meeting held on May 06, 2024, based on the recommendation of the Audit Committee, recognised the need to formalise the right to use the Mark "TVS" by the Company with its current owner viz; Gopal Srinivasan Family Group and approved the payment of brand usage fee by the Company to M/s. Sundaram Investment Consultants LLP (Licensor), an entity nominated by Gopal Srinivasan Family Group, being related party, at the rate not exceeding 1% of consolidated net sales of the Company with effect from April 01, 2023 ("Commencement Date"), subject to the condition that in the event of absence of profit or inadequacy of profit in a financial year, the Company shall pay a fixed brand usage fee of ' 5,00,000 (Rupees Five Lakhs) to the Licensor for that particular financial year.

The details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations were filed with the Stock Exchanges (NSE and BSE) on May 06, 2024.

Change In The Nature Of Business

There was no change in the nature of business of the Company during the Financial Year.

Subsidiary, Joint Venture Associates Companies

The Company does not have any Subsidiary, Joint Venture or Associate. There was no Company which has become or ceased to be company's subsidiary, Joint Venture or associate during the Financial Year 2023-24. The details in the form of AOC-1 is given as Annexure A to this report.

Consolidated Accounts

The Company do not have any Subsidiary Company/ Joint Venture/Associate Company as on March 31, 2024 and hence the requirement to Consolidate Accounts is not applicable.

Annual Return

In terms of the requirements of Section 92(3) read with 134(3)(a) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the copy of the Annual Return in prescribed format is available on the website of the Company https://www.tvs-e.in/wp-content/finreports/ annual reports/form MGT 7%2023-24%20(1).pdf

Number of Board and Committee Meetings

The details of the Board and Committee Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Share Capital

The paid up share capital of the Company as on March 31, 2024 is ' 18,65,03,180/-consisting of 1,86,50,318 Equity Shares of ' 10/- each.

Particulars of Loans, Guarantees or Investments

The Company has not granted any fresh loans or guarantees or provided any security in connection with any loan to any other body corporate or person covered under the provisions of Section 186 of Companies Act 2013. The details of investments made by the Company are given in the financial statements.

Related Party Transactions

All the related party transactions entered into are on ‘arm's length' basis and in the ordinary course of business and are in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

None of the transactions are in the nature of having any potential conflict with the interests of the Company at large. There were no material related party transactions during the year. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC- 2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

During the year under review, the Company has entered into transactions with M/s TVS investments Private Limited, which holds 10% or more shareholding in the Company as mentioned in Note 34 of Financial statement for the year ended March 31,2024.

Omnibus approvals are obtained for related party transactions which are repetitive in nature. In respect of unforeseen transactions, specific approvals are obtained. All related party transactions are approved / reviewed by the Audit Committee on a quarterly basis, with all the necessary details and are presented to the Board and taken on record. The details of transactions with related parties are provided in the financial statements. The Related Party Transactions policy was amended to make it in line with the amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is uploaded on the Company's website at https://www.tvs-e.in/wp-content/finreports/policy/ TVSE RPT-Policy 2023-Jan2024 23.pdf

Directors and Key Managerial Personnel

Independent Directors

All independent Directors hold office for a fixed period of five years and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the provisions of SEBI (LODR) Regulations. 2015. The terms of appointment of Independent Directors are available in the Company's website https://

www.tvs-e.in/wp content/finreports/Terms%20of%20

appointment%20of%20Independent%20Directors.pdf The Company has not appointed any new Independent Director during the year. In the opinion of the Board, the existing Independent Directors are with sufficient integrity, expertise and experience. As per the provisions of Rule

6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014, all the Independent Directors have registered their name in the databank maintained by the Indian Institute of Corporate Affairs and the Independent Directors will evaluate their past experiences and complete the online proficiency test, if applicable.

Re-appointment of Independent Directors - Second Term:

Based on the recommendation of the Nomination and Remuneration Committee and the performance evaluation, the Board of Directors at its meeting held on May 6, 2023, considered the experience, background and contributions made by the following Independent Directors and reappointed them for the second term of five consecutive years and the shareholders approved the aforesaid re-appointments by way of passing special resolutions through postal ballot on June 16, 2023.

AC- Audit Committee,

SRC- Stakeholders' Relationship Committee,

NRC- Nomination and Remuneration Committee,

CSR- Corporate Social Responsibility Committee,

(C)- Chairperson

Re-appointment of Managing Director - Key Managerial Personnel:

The Board of Directors at their meeting held on May 06, 2023, based on the recommendation of the Nomination and Remuneration Committee (NRC) and Audit Committee, re-appointed Mrs. Srilalitha Gopal (DIN: 02329790), as Managing Director of the Company, liable to retire by rotation for a period of 5 consecutive years from May 11, 2023 to May 10, 2028 for a total remuneration of ' 2 Crore p.a. Further, the shareholders of the Company approved the said proposal by way of passing special resolution through postal ballot on June 16, 2023.

Separate Meeting of Independent Directors

During the year, a separate meeting of Independent Directors was held on November 10, 2023 The Independent Directors actively participated and provided guidance to the Company in all its spheres.

Retirement by rotation

Mrs. Srilalitha Gopal (DIN: 02329790) Managing Director, who will retire by rotation at the ensuing Annual General Meeting of the Company under Section 152(6) of Companies Act 2013 has expressed her desire to seek re-appointment

on the Board. The Board at its meeting held on May 09, 2024, accepted her request and recommended for re-appointment.

Continuation of appointment of Mr. Gopal Srinivasan as Non Executive Non Independent Director under the designation of Chairman:

Pursuant to the amended provisions of Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 09, 2024, approved the continuation of appointment of Mr. Gopal Srinivasan (DIN: 00177699) for a period of five consecutive years with effect from August 10, 2024 to August 09, 2029 under the designation of Chairman, not liable to retire by rotation, subject to the approval of the shareholders.

The proposal will be placed before the shareholders in the ensuing Annual General Meeting scheduled to be held on August 10, 2024 for approval.

Woman Director

In terms of Section 149 of Companies Act, 2013, the Company is required to have a Woman Director on its Board. Mrs. Srilalitha Gopal, Managing Director is already on the Board of the Company from November 10, 2011 and hence the Company fulfills the requirements of the said Section.

In terms of Regulation 17 of SEBI (LODR) Regulations, 2015, the top 1000 listed entities shall have at least one Independent Women Director by April 01,2020. Though the Company is not in the list of top 1000 listed entities, following good corporate governance, the Board at their meeting held on February 07, 2019 appointed Mrs. Subhasri Sriram as Independent Women Director and the shareholders approved the appointment at the Annual General Meeting held on August 10, 2019. Subsequently, she was re-appointed for a period of five consecutive years with effect from February 07, 2024 with the approval of shareholders on June 16, 2023 by way of postal ballot process.

Key Managerial Personnel (KMPs)

In terms of Section 2(51) and Section 203 of the Companies Act, 2013, Mrs. Srilalitha Gopal, Managing Director, Mr. A Kulandai Vadivelu, Chief Financial Officer and Mr. K Santosh, Company Secretary are the Key Managerial Personnel of the Company, as on date of this report.

Evaluation of the performance

The members of the Nomination and Remuneration Committee (NRC) has carried out an evaluation of its own performance, that of the Chairman, Managing Director, Directors individually including independent Directors, Board, the sub committees of the Board, Key Managerial Personnel and Senior Managerial Personnel. The Board evaluated the performance of the Independent Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

The Company has developed a comprehensive Policy on Board Diversity that outlines the importance of functional, strategic, and structural diversity within the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company reviewed the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the shareholders of the Company.

In accordance to Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was formulated to govern the terms of nomination, appointment and remuneration of Directors, Key Managerial and Senior Management Personnel of the Company.

The Policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Policy has been approved by the Nomination and Remuneration Committee and the Board.

The Nomination and Remuneration Policy is amended from time to time to make it in line with the amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The document as approved by the Board is available on the Company Website at https://www.tvs-e.in/wp-content/ finreports/policy/TVSE NRC-Policy 2022 22.pdf

Statutory Auditors

M/s Guru & Jana, Chartered Accountants (FRN: 006826S) were appointed as the Statutory Auditors of the Company at the 27th Annual General Meeting of the Company held on June 29, 2022 for the first term of 5 years to hold office up to the conclusion of the forthcoming 32nd Annual General Meeting.

In terms of the notification issued by Ministry of Corporate Affairs dated May 7, 2018, the requirement of obtaining shareholder's ratification every year has been done away with and requires only the Board approval. Accordingly, the Board of Directors of the Company at its meeting held on May 9, 2024 approved their appointment for the 3rd year (202425) in their term of 5 years to hold office till the conclusion of 32nd Annual General Meeting. There is no qualification, reservation, adverse remark, or disclaimer by the Statutory Auditors in their Report.

Internal Auditors

M/s. Suri & Co. Chartered Accountants (F.R.N. 004283S) were appointed as the Internal Auditors for the financial year

2023-24. The Board of Directors at their meeting held on May 09, 2024, based on the recommendation of the Audit Committee, re-appointed M/s. Suri & Co as Internal Auditors of the Company for the financial year 2024-25.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, printers manufactured by the Company are falling under the specified Central Excise Tariff Act heading are covered under the ambit of mandatory cost audits from the financial years commencing on or after April 01,2015.

Mr. P Raju Iyer, Cost Accountant, Chennai was appointed as the Cost Auditor of the Company, to carry out the cost audit for 2023-24. The Board of Directors at their meeting held on May 09, 2024, based on the recommendation of the Audit Committee, re-appointed Mr. P Raju Iyer, Cost Accountant, Chennai as the Cost Auditor of the Company, to carry out the cost audit for the financial year 2024-25, subject to the ratification by shareholders for the remuneration to be paid in the ensuing Annual General Meeting as specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

Secretarial Auditors

M/s. V Suresh Associates, Practicing Company Secretary, Chennai, Secretarial Auditors of the Company carried out Secretarial Audit for the financial year 2023-24 and the same is annexed as Annexure B. There is no qualification, reservation, adverse remark or disclaimer reported by the Secretarial Auditors in their report for the financial year 2023-24.

Based on the recommendation of the Audit Committee, the Board of Directors at the meeting held on May 09, 2024 reappointed M/s. V Suresh Associates, Chennai as Secretarial Auditors for the financial year 2024-25

Employee Stock Option Plan

The details of the Stock Options granted under Employees Stock Option Scheme 2011 are provided in this Report as Annexure C. There are no active ESOP options under the ESOP Scheme, 2011, as on date of this report.

Credit Rating

The Company has obtained credit rating from Brickworks Ratings India (P) Limited, vide their letter dated October 10, 2023. The credit rating agency has reaffirmed the rating of "BWR A".

Unclaimed Dividend:

There was no amount required to be transferred to the IEPF during the year. However the Company has transferred the dividend to IEPF in respect of those shares which were

transferred to IEPF.

Transfer of Equity Shares to IEPF Authority:

In terms of the provisions of Section 124 (6) of the Companies Act, 2013 read along with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of IEPF. Further, pursuant to the new explanation inserted on August 14, 2019, effective from August 20, 2019 to the Rule 6 - (Manner of transfer of shares under sub-section 6 of Section 124 to the Fund) of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, it is clarified that all shares in respect of which dividend has been transferred to IEPF on or before September 07, 2016, shall also be transferred by the Company to IEPF.

Based on the provisions of the Act, Rules and explanations, in the month of June, 2020, the Company's STA transferred 1,78,100 equity shares in respect of which the dividends remained unclaimed/unpaid as on the due date to the IEPF account. The statement containing the details of name, address, folio number, Demat Account number and number of shares in respect of which dividends are not claimed for seven consecutive years or more is made available in the Company's website viz., www.tvs-e.in for information and necessary action by the shareholders. In case the concerned shareholders wish to claim the shares that has been transferred to the IEPF, a separate application has to be made to the IEPF Authority in Form IEPF - 5, as prescribed in Rule 7 of the Rules and the same is available at IEPF website (www.iepf.gov.in).

Further, on April 30, 2024, the Company has dispatched notice through registered post to the shareholders who have not claimed dividend(s) for seven consecutive years to apply for the unclaimed dividends within three months from the date of the notice. The said notice was also published in the newspapers (Business Standard - English and Maalaimalar - Tamil) on May 01, 2024 and subsequently filed the said newspaper publications with the stock exchanges. The details are made available in the Company's website viz; www.tvs-e.in for information and necessary action by the shareholders. The Company will transfer shares in respect of which the dividends remained unclaimed/unpaid for seven consecutive years or more as on August 05, 2024 to the IEPF account.

Investments

The Company has completed the process of acquisition of the business and intellectual property rights of GTID Solutions Development Private Limited. This strategic move enabled the Company to enter the mobile point-of-sale (POS) software solutions and authentication solutions space. By acquiring these rights, the Company has expanded its capabilities to offer a comprehensive range of solutions including hardware, applications, digital payment solutions

and cloud computing software to various sectors such as Retail, Banks and Government.

Further, the Company also completed the investment in M/S Swiftomatics Services Private Limited (RoyalPos) by way of subscribing to 2000 Nos. of Optionally Convertible and Redeemable Preference Shares. RoyalPos provides end to end SaaS based application to retail merchants, restaurants and aims to empower small and medium sized enterprises by digitalising and automating daily operations. The Company has integrated its Point of Sale products to offer efficient billing solutions to its interested customers.

Particulars of Employees and related disclosures

The particulars of the employees covered by the provisions of Section 197 (12) of Companies Act, 2013 and the rules thereunder forms part of this report. However, as per the provisions of Section 136(1) of Companies Act, 2013, the annual report is being sent to all the members excluding this statement. This will be made available for inspection through email on receiving request from the member.

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors and employees with the Company's performance is given as Annexure D to this report.

E-Waste Management

The Company is well ahead in terms of e-waste management compliance directed by Government of India with effect from May 01,2012. The Company has registered and authorised collection, storage and disposal centres in the required locations and has complied with the statutory requirements relating to E-Waste Management.

Report on energy conservation, technology absorption, foreign exchange and research and development

Information relating to energy conservation, technology absorption, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure E to the Board's Report.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) activities have been embedded in the value system of the Company for many decades. The Company continues to be actively engaged in CSR initiatives for development of the society through partnerships and continued to focus on to helping lesser privileged communities in areas like education, health & hygiene, culture & heritage and actively participated in other welfare projects.

The provisions of Section 135 of Companies Act, 2013 became applicable to the Company with effect from April 01, 2017. Accordingly, the Board of Directors of the Company, at their meeting held on May 12, 2017, constituted the CSR

Committee, the details of which are provided in the Corporate Governance report.

Based on the recommendation by the CSR Committee, the Board has approved the projects / programs to be undertaken during the financial year 2023-24. The detail of CSR activities undertaken/spent by the Company has been provided as Annexure F to this report and also available on the Company's website https://www.tvs-e.in/investor- relations/

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report and a Corporate Governance Report are made part of this Annual Report.

A Certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of Annual Report.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 for the year ended March 31,2024.

Material changes and commitments

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.

Policy For Determination of materiality of an event

Company has framed a policy for determination of materiality of an event and the same is available on the Company Website at:https://www.tvs-e.in/wp-content/finreports/policy/ TVSE MSP-Policy 2022 22.pdf

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.

Consolidation of Factory Operations

Based on the proposal passed by the Board of Directors in its meeting held on November 12, 2022, the business assets of the factory situated at Dehradun, Uttarakhand were transferred to its factory situated at Tumakuru, Karnataka and its existing operations were consolidated by November 30, 2022. The consolidation of operations has resulted in better utilisation of space in the Tumakuru Factory and savings in operating and logistics cost.

Reporting of Fraud

During the year under review, none of the auditors of the Company (Statutory Auditors, Secretarial Auditors, Cost Auditor) has reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of Companies Act, 2013.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India ("ICSI").

During the year under review

Number of complaints received in the year: Nil Number of complaints disposed off during the year: NA Number of cases pending for more than 90 days: Nil Number of Workshop or awareness Program: One awareness program was conducted during the women's forum day and e-learning courses* were launched by the Company.

Nature of Action taken by the employer or District Officer: Nil

*ELearning on POSH (Prevention of Sexual Harassment- Mandatory Course was developed by of the Company to educate and spread awareness to all the employees of TVSE.

Other POSH Awareness session details

Insolvency Proceedings pending, if any under the Insolvency and Bankruptcy Code 2016

During the year no application has been made and there are no proceeding pending as per Insolvency and Bankruptcy Code 2016

Details of difference between amount of the valuation done at the time of one time settlement and while taking loan

No such event has occurred during the year under review.

Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A).

The Company has not raised funds through preferential allotment or qualified institutions placement during the financial year 2023-24.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultants, advisors of the Company and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the financial year 2023-24:

The financial statements have been prepared in accordance with the Indian Accounting Standards, which has become applicable to the Company with effective from April 01,2017. In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, further confirm:

i. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Indian accounting standards have been followed and that there were no material departures;

ii. that they the directors 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 March 31, 2024 and of the profits of the Company for the year under review;

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

iv. the directors had prepared the annual accounts for the year ended March 31,2024 on a "going concern" basis;

v. that they had laid down internal financial controls which are adequate and are operating effectively;

vi. 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.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers and its holding company M/s TVS Investments Private Limited (formerly known as M/s Geeyes Family Holdings Private Limited).

The Directors thank the Shareholders for the continued confidence and trust placed by them in the Company.