DIRECTORS' REPORT

The Directors have the pleasure in presenting the 64^th annual report
and the audited accounts of the Company for the financial year ended
31^st March 2026 ('financial year under review' or 'review period').

1. COMPANY OVERVIEW

TVS Holdings Limited ('the Company') is registered as a Core
Investment Company ("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 to carry on the business of NBFC-
CIC without accepting public deposits.

RBI vide its notification had introduced an integrated regulatory
framework for NBFCs under Reserve Bank of India (NBFC-
Registration, Exemptions and Framework for Scale Based
Regulations) Directions, 2025 as amended (“SBR”). The SBR
framework encompasses different facets of regulation of NBFCs
covering capital requirements, governance standards, prudential
norms, 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').

The key updates during the period under review from the regulatory
compliance perspective are provided below:

Update on issue of Bonus Non-Convertible Preference Shares:

During the year under review, the Board at its meeting held on
22^nd September 2025, approved a Scheme of Arrangement
between the Company and its shareholders under Sections 230
to 232 of the Companies Act, 2013.

The Scheme of Arrangement provides for issuance and allotment
of 46 Cumulative Non-Convertible Redeemable Preference Shares
(NCRPS) of face value of $ 10 each fully paid up, for every 1
equity share of $ 5 each fully paid up held by equity shareholders
of the Company by way of bonus subject to approval of Hon'ble
National Company Law Tribunal, Chennai Bench (Hon'ble NCLT).

Pursuant to the directions of the Hon'ble NCLT dated 18^th March
2026, the Company convened a meeting of its equity shareholders
and obtained the approval of the equity shareholders with the
requisite majority. The Scheme is presently subject to receipt of
further approvals from the Hon'ble NCLT and other applicable
authorities, as may be required.

2. FINANCIAL SUMMARY AND HIGHLIGHTS

3. COMPANY PERFORMANCE

The Company has been essentially a holding and investment
company and does not have any other operations of its own. The
Company's revenue primarily comprises of dividend income from
investments held in group companies. RBI had stipulated certain
conditions upon grant of registration to the Company as a CIC
which included, inter-alia, winding up of trading in automotive spare
parts business by April 2025. The Company has wound up its
business of trading in automotive spare parts in compliance with
the aforesaid condition stipulated by the RBI effective
10^th October, 2024.

More details about the Company and its investments are dealt in
the subsequent sections of the report.

4. DIVIDEND

The Board of Directors of the Company (the Board) declared an interim
dividend of $ 86/- per share (1,720%) on 2,02,32,104 equity shares of
$ 5/- each for the financial year 2025-26 absorbing a sum of $ 174 Cr
on 25^th March, 2026. The same was paid on 22^nd April, 2026.

The Board does not recommend any further dividend for the year
2025-26 under consideration. The dividend pay-out is in accordance

with the Company's Dividend Distribution Policy as approved by the
Board and in accordance with the Reserve Bank of India (Core
investment companies) Directions, 2025 (RBI Master Directions).

5. TRANSFER TO RESERVES

For the financial year ended 31^st March, 2026 an amount of
$ 64.46 Cr was transferred to Statutory Reserve in terms of Section
45-IC of the Reserve Bank of India Act, 1934.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
India's economy to expand 7.6% in fiscal 2026, outpacing global
peers

Global economic growth is projected at 3.1% for calendar year
2026, according to the International Monetary Fund (IMF). Despite
persistent uncertainties in global trade and evolving policy
dynamics, positive factors such as increased investment in
technology, particularly artificial intelligence, supportive fiscal and
monetary policies, broadly accommodative financial conditions, and
improved adaptability of the private sector across key economies
are expected to provide resilience.

India is positioned as one of the fastest-growing major economies.
The Reserve Bank of India (RBI) estimates GDP growth at 7.6%
for fiscal 2026, significantly outperforming global peers. India is on
a steady path toward becoming the third-largest economy by 2030,
supported by sustained economic reforms, robust policy
frameworks, and deeper global integration.

India's growth momentum is underpinned by resilient domestic
demand, moderating inflation, and improving labour force
participation. A revival in domestic investment and strong investor
sentiment further reflects the stability and breadth of the economic
expansion. As structural reforms gather pace and consumption
remains robust, the country's economic outlook remains positive,
signalling sustained growth momentum across sectors.

One of the key drivers of growth in fiscal 2026 was softer headline
consumer price inflation, which is estimated to have declined to
2.1% owing to above normal monsoon, healthy agricultural
production and stable oil prices barring the last couple of months
of fiscal 2026. The fiscal support in the form of lower Income tax
rates and reduced GST slab rates for key consumption products
supported private consumption revival for the latter half of the fiscal.

Additionally, the Reserve Bank of India (RBI) reduced the policy
repo rate by a cumulative 125 bps between February and
December 2025, bringing it to 5.25%. This along with the above-
mentioned fiscal relief measures are expected to support both
consumption and investment demand. In parallel, the RBI
implemented a phased 100 bps reduction in the Cash Reserve
Ratio (CRR) between September and November 2025. This
measure is estimated to have further strengthened the transmission
of monetary easing to broader interest rates, improved systemic
liquidity, and supported credit growth during fiscal 2026 and the
impact is expected to continue into fiscal 2027.

Real GDP growth for major global economies in calendar year
2026

Note: *For India, estimated real GDP is presented on a fiscal year basis
(April 2025-March 2026).

Source: RBI, IMF, World Economic Outlook (WEO) January 2026, Crisil
Intelligence

Indian economy is expected to maintain its growth momentum
in fiscal 2027, with real GDP growth estimated at 6.9%

RBI projects India's real gross domestic product (GDP) growth at
6.9% in fiscal 2027 on the back of an estimated 7.6% expansion in
fiscal 2026 supported by strong quarterly momentum (second
quarter: 8.4% on-year; third quarter: 7.8% on-year). In fiscal 2027,
growth will be supported by robust private consumption and pickup
in private investment. Income tax relief announced in the Union
Budget 2025-26, along with reductions in GST rates, has
contributed to improved private investment sentiment, resulting in
a recovery in private capital expenditure, particularly within
emerging sectors. However, consumption growth is expected to
be moderate towards the latter part of fiscal 2027 as the temporary
effects of tax cuts diminish.

The exports growth is expected to maintain its momentum even
as front loading benefits fade. Lower US tariffs relative to fiscal
2026, steady global growth will aid the GDP growth. However,
prolonged uncertainties in the Middle East and longer period of
higher oil prices might lead to moderation in this growth momentum.

The Monetary Policy Committee (MPC) maintained its neutral
stance during the April 2026 meeting with policy rates unchanged.
The committee unanimously held the repo rate at 5.25%, the
standing deposit facility rate at 5.00%, and the marginal standing
facility rate at 5.50%. Given the heightened uncertainty arising from
the West Asia conflict, the MPC adopted a wait-and-watch approach
to monitor evolving growth and inflation risks, noting that these
risks remain considerable. The committee also reiterated its
commitment to maintaining adequate domestic liquidity in the face
of ongoing financial market volatility.

India's growth rate is resilient and is expected to maintain its
medium-term trend. Growth in fiscal 2027 will be supported by the
following factors:

• The government's capex is budgeted at 3.1% of GDP at
$ 12.2 lakh crore, up 9% from $ 11.2 lakh crore in fiscal 2026.

• Healthy domestic consumption in key discretionary sectors
supported by policy tailwinds such as income enhancement
through the 8^th pay commission, Income tax cuts, and GST
rates rationalisation.

• Reduction of US tariffs after the Hon'ble Supreme Court strike
down to 10% from 50%, which will benefit exports to the US.

• Recently signed FTAs with UK, EU, New Zealand and Oman
coming into effect in the current fiscal.

• The budget for next fiscal year seeks to build resilience by
focusing on developing the manufacturing and services sectors,
setting the stage for next leg of growth.

• The services sector is expected to remain the primary driver
of growth, with trade, transport, communication, financial
services and IT-enabled services continuing to expand at a
healthy pace.

Rural India is poised to drive the next phase of consumption
growth

India's rural economy is poised to drive the next phase of
consumption growth, supported by improving income visibility,
moderating inflation, and sustained policy measures. According to
NABARD's Rural Economic Conditions and Sentiments Survey,
79% of rural households reported higher consumption between
November 2024 and November 2025, with 67.3% of monthly
income allocated to consumption and 42.2% reporting income
growth, the strongest performance since September 2024. This
reflects robust agricultural and non-agricultural wages, healthy farm
credit growth, steady MSP procurement, and lower input costs.
Formal credit access has also strengthened, with 58.3% of
households relying solely on formal sources. These trends,
alongside a CPI of 3.21% in February 2026 (within RBI's target
range), increased government allocations for rural development
and income-support schemes, and transformative employment
initiatives such as the VB-GRAM Act, are expected to significantly
contribute to India's estimated GDP growth of 7.1% in fiscal 2027.

Additionally, GST rationalisation during fiscal 2026 is expected to
enhance affordability and stimulate demand across key
consumption categories. The reduction in GST on tractors (engine
capacity below 1800 cc) to 5%, along with rate cuts on components
such as tyres, tubes, and hydraulic pumps, is likely to lower
acquisition costs and improve affordability for end users, thereby
supporting increased demand for tractor financing. Similarly, the
reduction in GST on two-wheelers (< 350 cc) and small cars from
28% to 18%, combined with evolving consumer preferences and
greater participation of women, is anticipated to sustain demand
for two-wheeler financing over the long term. These measures,
together with other fiscal and monetary interventions, are expected
to reinforce affordability and sustain overall rural consumption
momentum.

The rise of middle-income households driving economic
momentum

The share of middle-income households in India has expanded
significantly This growth is driven largely by semi-urban and rural
areas and is supported by robust macroeconomic fundamentals,

with per capita net national income (constant prices) estimated to
grow at a CAGR of 6.6% between fiscals 2023 and 2026, according
to Ministry of Statistics and Programme Implementation (MOSPI).
Rising incomes are shifting consumption patterns toward
discretionary spending, with MOSPI's Household Consumer
Expenditure Survey (2023-24) indicating an increase in
discretionary expenditure from 47% to 53% in rural areas and from
57% to 60% in urban areas between fiscals 2012 and 2024. Labour
market indicators remain favourable, with the labour force
participation rate at 55.9% and unemployment declining to 4.9%
as of February 2026. The implementation of the eighth pay
commission from January 2026 is expected to further boost salaries
and pensions, particularly in semi-urban and tier-2/3 cities,
accelerating the expansion of the middle-income segment and
supporting sustained economic growth.

Overview of the Two-wheeler industry

Two-wheeler (TW) sales grew at a healthy 13% on-year in fiscal
2026, building on an 7% increase seen in fiscal 2025. This
momentum is largely attributed to a revival in rural demand, supported
by strong crop prices, recent GST rate cuts, and enhanced rural
road connectivity. Scooter sales, in particular, are set to benefit from
rising urban incomes, improved infrastructure, and increasing
demand from rural areas. The ongoing trend towards premiumisation
is expected to drive growth across both scooters and motorcycles.
Furthermore, established OEMs launching new electric scooter
models will likely accelerate the adoption of EVs. For fiscal 2026,
industry sales are estimated at 214-215 lakh units, buoyed by robust
rural demand, favorable monsoon conditions, steady replacement
demand, and lower vehicle prices resulting from GST adjustments.
Over the longer term, growth will be sustained by rising rural incomes
and better connectivity, while urban markets will see a boost from
increasing multiple-vehicle ownership and growing demand in Tier
2 cities.

Motorcycles:

Motorcycle sales are expected to have risen by 5-7% during fiscal
2026, reaching 128 -132 lakh units, driven by a rebound in rural
demand coupled with a reduction in vehicle prices on account of the
GST cuts. The rural areas account for 55-60% of India's two-wheeler
sales, the pent-up demand in these regions is poised to be a key
driver of motorcycle growth. The modest pace of growth is projected
to continue in fiscal 2027, with a projected 5-7% rise, aided by
financial situation of households, helped by a cut in interest rates
and government's reduction in tax rates which increased disposable
income.

Scooters:

Scooter demand grew 17% in fiscal 2026, fueled by strong incomes
in semi-urban and urban regions, a normal monsoon, and GST rate
reductions. Urban areas continue to drive scooter demand,
accounting for 65-75% of total sales. However, adoption in rural India
is rising, supported by improved road infrastructure, increased female
ridership, and greater workforce participation. Over the medium term,

demand will be sustained by the perception of scooters as gender-
neutral vehicles, enhanced mileage and convenience, and a wider
range of models catering to intra-city transport needs in tier-II and
tier-III cities.

Mopeds:

Accounting for just 2-4% of two-wheeler sales, mopeds are primarily
sold in South India, with TVS Motor Company Limited as the sole
producer. The segment's low-cost positioning has been challenged
by rising ownership costs and a narrowing price gap with motorcycles,
which has decreased from $ 8,000-10,000 to $ 3,000-5,000 due to
product upgrades. The adoption of BSVI norms has resulted in an
8-10% increase in prices, further impacting affordability. Despite these
developments, mopeds remain popular in rural markets, valued for
their versatility and appeal to families. However, the reduced-price
advantage and intensifying competition from electric vehicles are
contributing to a decline in moped demand.

Domestic Two-wheeler sales to surpass pre-covid mark in fiscal
2026

Overview of the Three-wheeler industry

Three-wheeler volumes are estimated to reach approximately
~7.9 lakh units, reflecting an on-year growth of 11%. This expansion
is underpinned by improved consumer sentiment following the recent
GST restructuring and a more accommodative interest rate
environment. The accelerating adoption of electric vehicles has
further contributed to this positive momentum. While most vehicle
loans are structured at fixed rates limiting the immediate transmission
of repo rate reductions, the recent policy rate cuts are expected to
gradually support loan growth. As refinancing occurs and new loans
originate at lower rates, the sector will receive help from enhanced
affordability and increased purchasing activity. For fiscal 2027, the
volume growth is expected to moderate to 5-7% on year. This outlook
is supported by continued improvements in financing conditions and
sustained demand for electric three-wheelers.

Source: Company Reports, Society of Indian Automobile Manufacturers
(SIAM), Crisil Intelligence

Overall systemic credit in India set to grow at a strong pace in
fiscal 2027

In fiscal 2026, India's systemic credit, comprising banks and
non-banks, expanded about 15%. Retail credit continued to lead
the systemic credit growth in fiscal 2026, supported by the focused
approach of banks and NBFCs in expanding the retail portfolio. Retail
credit portfolio continues to outpace non-retail credit.

Systemic credit is expected to accelerate at a CAGR of 14-15%
between fiscals 2026 and 2027. The MSME and secured retail
segments, such as gold and vehicle loans, are poised to be the
primary drivers of overall credit expansion in the near term. Within
retail lending, the unsecured segment showed signs of gradual
stabilisation as lenders adopted more prudent underwriting practices
after a period of elevated stress. Unsecured retail loans, including
personal loans and microfinance, showed early signs of improvement
in asset quality due to higher write-offs and improved borrower
discipline. These segments remained relatively more sensitive to
external shocks and domestic economic slowdowns.

Secured segments to propel NBFCs' credit growth
NBFCs have been a crucial part of India's financial ecosystem,
bridging the credit gap in underserved areas. Their significance is
underscored by their share in systemic credit (comprising banks
and NBFCs), increasing by over 200 bps since fiscal 2021 to reach
an estimated share of 22% as of fiscal 2026.

Driven by their targeted focus on retail segments, NBFCs continue
to outpace the overall systemic credit, clocking a CAGR of 16%
between fiscals 2021 and 2026. In fiscal 2026, NBFCs' outstanding
credit is estimated to have expanded at ~15% on-year, while retail
credit grew at ~17%, supported by sustained demand across
consumer-lending segments.

In fiscal 2026, vehicle finance continued to be a primary driver of
NBFC credit growth, with portfolios expanding by 16-17%. This was
supported by rising vehicle sales, favourable policy initiatives, and
deeper financing penetration across segments. Income tax cuts and
GST rationalisation further boosted vehicle finance activity. Secured
retail asset classes also saw robust expansion during the year.

Within unsecured retail loans, personal loans registered strong
growth, while the microfinance segment experienced moderation
due to asset quality concerns. Overall, NBFCs increased their
outstanding credit by 15% in fiscal 2026, with a similar growth
trajectory anticipated for fiscal 2027.

The momentum in credit growth was sustained, buoyed by strong
demand from retail segments and building on the steady progress
seen in fiscal 2025. Retail credit's share in the overall mix rose to
45% in fiscal 2026, up from 40% in fiscal 2021. Despite this, secured
assets remained preferred over unsecured loans, reflecting ongoing
asset quality issues in the latter. Consequently, the retail segment's
share in the lending mix has not yet surpassed the 46% mark
achieved in fiscal 2024.

E- estimate, P- projected
Note:

1) Retail includes housing, vehicle, gold, microfinance, personal,
consumer durables and education loans

2) Wholesale includes micro, small and medium enterprises, real estate
and large corporate, infrastructure and construction equipment loans

Source: Industry, company reports, RBI, Crisil Intelligence

Within retail credit, the growth of NBFCs' vehicle finance portfolio
is expected to be moderate at 16-17% in fiscal 2026 from 20% in
fiscal 2025. Vehicle finance demand grew steadily, driven by income
tax relief, lower policy rates, GST rationalisation and
premiumisation. Two-wheeler financing continued to be a major
growth driver for NBFCs, especially in rural and semi-urban areas.
This momentum was further boosted by increased tractor sales,
thanks to favorable monsoon conditions, improving rural sentiments
and stable crop prices. Additionally, rising volumes in commercial
vehicles due to better freight demand, improved utilization, and
sustained infrastructure activity and a pickup in passenger vehicle
sales supported by lower interest rates and GST rate reductions
contributed to overall growth. While early delinquency buckets have
improved, 90 dpd has increased and is expected to stay elevated
in fiscal 2026, continuing to be a key monitorable.

Housing credit outstanding at HFCs/NBFCs is estimated to grow
at 16-17% in fiscal 2026. The housing loan book of HFCs/NBFCs
is expected to pick up and grow at 13-14% in fiscal 2027 supported
by cooling of rate competition from public sector banks, pick-up in
demand due to pass-on of repo rate cut to end borrowers and
gaining traction in PMAY 2.0 scheme. The ongoing Middle East
crisis is straining the incomes of self-employed customers who
largely make up the affordable housing segment for NBFCs, making
this prolonged situation a critical monitorable for the housing sector.
NBFCs' credit growth in the personal loan segment is expected to
remain healthy at 19-20% in fiscal 2026 due to a notable increase
in the average ticket size of NBFCs personal loan book and a
gradual shift of NBFCs AUM to the salaried class. Easing inflation
and increased discretionary spendings also contributed to this
increase in growth rates. However, stress remained visible in
unsecured lending, with early delinquency buckets showing
accumulation, particularly among small-ticket borrowers. In
response, lenders tightened underwriting standards and
increasingly focused disbursements on salaried borrowers and
existing customers with stronger credit profiles.

NBFCs' consumer durable financing portfolio is estimated to have
grown by 19-20% in fiscal 2026, with NBFCs gaining market share
from banks in this segment through flexible lending solutions,
tailored products and wider customer reach. Despite moderation
in pent-up demand, growth continued to be supported by rising
disposable incomes and sustained demand for consumer durables.
The rally in gold prices and revision in norms for gold loans drew a
stronger credit momentum in NBFC gold loans growing at 32-33%
in fiscal 2026. Gold loans extended by NBFCs are expected to
witness continued growth projected to reach 35-38% in fiscal 2027,
albeit some downside risk due to price volatility due to geopolitical
uncertainties. The revised gold loan framework by RBI was
implemented by April 2026, and the proposal to remove the
requirement for approval for branch expansion for NBFCs with more
than 1,000 branches are expected to further support growth in the
segment by reducing operational hurdles and enabling faster
network expansion for gold-loan NBFCs. With this higher growth
momentum, the share of NBFCs in the gold finance segment is
projected to rise from 18.0% as of March 2025 to ~20% as of March
2026, and further to ~21% as of March 2027.

NBFCs' segment-wise outstanding credit growth (on-year %)

E-Estimate

Source: RBI, National Housing Bank, company reports and Crisil
Intelligence

Digital personal loans have seen significant growth in recent years.
As of December 2025, they accounted for 19% of the total sanction
value, up from just 3% in fiscal 2021, and represented 78% of total
sanction volumes, a substantial increase from 39% in fiscal 2021.
This growth has been driven by a focus on underserved segments
requiring small-value loans, according to the Fintech Association
for Consumer Empowerment (FACE).

Digital NBFCs contributed 9% to the total value of personal loans
as of December 2025, compared to 5% in fiscal 2024, and
represented 50% of active loan volumes, up from 38% in fiscal
2024. Notably, digital lending has expanded access to rural
consumers, with their share in digitally disbursed loans rising to
37% as of December 2025, from 31% in fiscal 2023.

Overall, digital lending is poised to meet both current and future
credit needs, offering considerable potential for responsible and
sustainable long-term growth.

Risk Management

We realise the importance of effective risk management in achieving
business objectives. To this end, we have developed a
comprehensive, customised Risk Management Policy that is
approved by the Board of Directors. The policy outlines our risk
strategy approach and mitigation plans, including liquidity risk and
asset-liability management to ensure we are well-equipped to
identify, assess, monitor and address a wide range of risks.

As a registered core investment company (CIC), our operations
are focused on investments within our group companies. The policy
is closely aligned with our business operations and designed to
foster a risk-intelligent culture that enables informed decision¬
making and enhances our resilience in the face of adverse
developments. Our goal is to create value for all stakeholders by
seizing opportunities and managing risks effectively.

To ensure robust risk oversight, we have established a dedicated
Risk Management Committee, in compliance with the Securities
and Exchange Board of India Listing Regulations and RBI Master
Directions. The committee is responsible for monitoring risks and
implementing necessary mitigation measures. It works closely with
our Audit Committee to conduct detailed reviews of risks related to
internal controls, compliance and systems. Additionally, Board of
Directors conducts regular reviews of all risks, including those
related to investments, to ensure a proactive and comprehensive
approach to risk management.

The policy reflects our commitment to upholding the highest
standards of regulatory compliance, safeguarding the interests of
our stakeholders and promoting a culture of risk awareness and
prudent decision-making. By navigating challenges effectively and
maximising opportunities for sustainable growth, we aim to deliver

long-term value to our stakeholders and maintain our position as a
trusted and responsible business leader.

Risk exposure of the Company and its mitigation is represented
in the table below:

Opportunities and threats

As a CIC, the Company holds investments in equity shares of TVS
Motor Company Limited (TVSM) and has presence in the financial
services sector through its step-down subsidiary, TVS Credit
Services Limited, classified as a middle-layer NBFC. In fiscal 2025,
the Company expanded its financial services footprint by acquiring
a 80.74% equity stake in Home Credit India Finance Private Limited,
classified as a middle-layer NBFC, making it a subsidiary. The
strategic acquisition has further bolstered the Company's position
in the financial services sector.

India's retail credit market presents a significant opportunity, as
reflected in its low household credit-to-GDP ratio of 45.5% as of
the first half of calendar year 2025, compared with 60% in China,
68% in the United States and 74% in the United Kingdom (Source:
Bank for International Settlements).

Amid financial awareness and inclusion growth, driven by
government initiatives and increasing access to credit for
underserved populations, credit penetration in India is poised to
expand. The expansion is expected to be aided by the retail credit
segment. Furthermore, as disposable incomes rise and financial
health improves, consumers are increasingly seeking to upgrade
their lifestyle, driving demand for credit to finance discretionary
purchases such as vehicles and consumer durables.

Risks and concerns

Inflation is expected to trend higher in fiscal 27 as food inflation
reverts from its current lows. In parallel, elevated energy prices
driven by ongoing Middle East instability risk spilling over into non¬
food inflation, particularly if higher crude prices persist. While
precious metals and broader commodity inflation may moderate
due to a high base, renewed upside risks could emerge if
geopolitical tensions escalate further. Recent developments on the
US trade front, specifically, the takedown of reciprocal tariffs and
the temporary introduction of 10% emergency tariffs for 150 days
are marginally supportive near term. However, policy uncertainty
in the US remains a material medium to long term risk. Additionally,
extreme weather events linked to climate change continue to pose
an inflationary and supply-side threat. Overall, rising inflation
pressures and prolonged geopolitical uncertainty represent
downside risks to growth and could increase the likelihood of
targeted fiscal and monetary measures to protect stability and
support demand.

Meanwhile, progress toward an India-US trade deal improved
sentiments, contributing to volatile foreign inflows (FII) towards the
latter part of the fiscal year. The rupee has continued to depreciate,

reaching $ ~94 per US dollar in the final week of March 2026.
Sustained high crude prices and any further escalation in the Middle
East are likely to maintain depreciation pressure.

Human resource

As on March 31,2026, the Company had 60 employees, responsible
for managing and administering the business operations.

Internal control systems and adequacy

The Board is responsible for evaluating and approving the
effectiveness of the Company's internal controls, which encompass
financial, operational and compliance aspects. To ensure the
integrity of its assets and accuracy of financial transactions, the
Company has established a robust internal control system that
provides reasonable assurance against loss, unauthorised use or
misappropriation.

The internal control system is subject to continuous evaluation and
improvement to ensure its effectiveness in supporting the
Company's financial reporting, operational efficiency and
compliance with legal and regulatory requirements. The Company
prioritises the reliability of financial reporting and adheres to the
highest standards of transparency and accountability. To strengthen
its controls, the Company leverages technology to centralise
processes, enhance monitoring and maintain effective tax and
treasury strategies.

The Audit Committee plays a critical role in overseeing the
effectiveness of internal controls, leveraging new technologies to
inform financial controls and risk management. The Committee's
oversight ensures that the Company's internal control framework,
which includes internal controls over financial reporting and
operating controls, are regularly reviewed and tested by both an
independent audit firm and the internal audit team. The Board is of
the opinion that internal financial controls with reference to the
financial statements were tested and reported adequate and
operating effectively.

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.

7. KEY FINANCIAL RATIOS

The Company being an investment company does not carry on
any business other than holding investments in its group
companies. Dividend receipts from investee companies are the
primary source of income. Key ratios of the Company are given in
the table below:

Reason for significant changes in key financial ratios:

* The increase in:

1. Total Debt-to-Total Assets ratio is primarily attributable due
to increase in investment in subsidiaries during the year.

2. Debt Equity Ratio is primarily due to issuance of additional
Non-Convertible Debentures (NCDs) during the year, which
has been invested in whole owned subsidiary.

# The decrease in the return on networth is primarily attributable to
increase in shareholders' equity arising from the accumulation of
retained earnings, whereas the profit for the year remained
broadly stable. As a result, the growth in equity outpaced the
growth in earnings, leading to a lower return on networth
compared to the previous year.

8. DEBENTURESNON-CONVERTIBLE DEBENTURES (NCDS)

During the year under review, the Company issued and allotted
65,000 Senior, Rated, Unsecured, Listed, Redeemable and
Non-Convertible Debentures of the face value of INR 1 Lakh each
("NCDs"), aggregating to INR 650 Crores at a coupon rate of
8.10% p.a. on private placement basis on 24^th March 2026. The
NCDs were listed with NSE on 27^th March 2026 and will mature
on 24^th June 2029.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company recognises social responsibility as an integral and
a crucial part of its value system. Srinivasan Services Trust (SST),
the CSR arm of the Company has been implementing various socio¬
economic development programs in thousands of villages across
five states of India viz. Tamil Nadu, Karnataka, Andhra Pradesh,
Maharashtra and Himachal Pradesh in the last 30 years.

SST follows an integrated, holistic and participatory approach to
village development, working in close association with the
communities and the Government. SST nudges communities to
embrace practices towards a better quality of life by ensuring a
participatory approach right from the stage of planning to execution
of activities.

SST aim is to bring about sustainable development in villages
through Total Community Involvement (TCI). SST focusses on
society building through the development of women and children,
conserving water, repairing and renovating government health and
education infrastructure and preserving the environment in its 2,500
working villages across the country.

SST has so far facilitated in the formation of over 5000 Self-Help
Groups (SHGs) consisting of more than 60,000 women, who have
been empowered both socially and economically. More than
$ 150 crore of annual income is being generated by the women in
Self-Help Groups by engaging in livelihood activities. During the
year 2025-26, three SHGs facilitated by SST have been honoured
with the prestigious Manimegalai Award by the Government of Tamil
Nadu for empowering women and fostering economic growth.

SST has so far renovated more than 2,400 government
infrastructures, which includes anganwadis, schools, health
centres, veterinary centres and other village community
infrastructures. SST has partnered with organisations such as
Gramalaya, Agastya International Foundation, Villmart Education
and Solutions, Shreeja Mahila Milk Producer Company, NavSahyog
Foundation, Agaram Foundation, Magic Bus India Foundation, Care
Works Foundation, National Bank for Agriculture and Rural
Development (NABARD) and Sankara Eye Foundation to enhance
the impact for the community.

More than 25,000 farmers have been benefitted by its water
conservation projects like repairing, renovating and rebuilding water
conservation structures that include desilting of tanks, channels
and creation of percolation ponds. Across the working villages over
530 water conservation projects have been implemented. This
has created an additional water storage capacity of 169 crore litres.

SST also ensures last mile connectivity for availing the government
social security schemes and agriculture & livestock schemes to
reach the unreached population. Apart from renovating the
government health centres and conducting regular medical camps,
SST runs seven medical centres and four mobile medical vans in
its working areas. Today, through SST's interventions, over two
lakh healthcare consultations are facilitated annually, improving
access to essential health services for rural communities.

SST has also afforested over 14,000 acres of barren areas including
degraded forests, panchayat hillocks and plains in the last three
decades. SST is working with Grassroots Research and Advocacy
Movement (GRAAM) and Anna University to carry out social impact
studies for the various projects undertaken by the trust.

SST has won the following awards during the year 2025-26:

• 'Excellence in Domain Excellence Award in Corporate Social
Responsibility' under the 20^th CII ITC Sustainability Awards 2025

• 8^th ICC Social Impact Awards 2026 Rural Development was
adjudged the Runners up

• Gold Award under the category of 'Best HR Practices in CSR
in Manufacturing and Process (Large)' in the 9^th CII National
HR Circle Competition

• Award for 'Best Water Conservation' from the Tamil Nadu Water
Resources Department.

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 FY 2025-26 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 2026-27, 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.

10. RESOURCE MOBILISATION

During the financial year under review, $ 650 Crores have been
mobilised by way of issuance of Listed Non-Convertible Debentures
(NCD)

11. 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, 2026, the applicable Accounting Standards
had been followed and there were no material departures from
the same;

(ii) 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, 2026 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.

12. FINANCIAL PERFORMANCE OF SUBSIDIARIES &
ASSOCIATESAcquisitions by the Company:

• During the year under review, the Company acquired
38,18,21,375 equity shares of $ 10/- each in Home Credit India
Finance Private Limited (HCIFPL), subsidiary of the Company
in multiple tranches. As on 31^st March 2026, the Company
holds 80.39% in HCIFPL.

Acquisitions by Subsidiaries:

• Engines Engineering S.p.A, Italy, was acquired (100%) by TVS
Motor (Singapore) Pte Limited, Singapore on 3^rd October 2025

• Norton Motorcycle Private Limited, Chennai and Norton USA
LLC, Delaware, USA, as wholly owned Subsidiaries of The
Norton Motorcycle Co Limited, UK were incorporated in India
and USA on 19^th August 2025 and 6^th November 2025,
respectively.

Disinvestments

During the year the step down subsidiary of the Company made

the following disinvestments:

• Altizon Inc., USA, ceased as an associate of TVS Digital Pte
Ltd., a step down wholly owned subsidiary and of the Company
effective 23^rd January 2026. This change was consequent to
the reduction in shareholding below 20% due to additional
shares allotted to its promoters.

Mergers / Other Corporate Actions

Swiss E-Mobility Group (Schweiz) AG, Switzerland, Alexand'Ro

Edouard’O Passion Velo Sarl, Switzerland and The GO

Corporation, Switzerland merged with TVS EBike Company AG,
Switzerland (Formerly known as Swiss E-Mobility Group (Holding)
AG, Switzerland) on 30^th June 2025.

Sundaram Auto Components Limited (SACL) has been
amalgamated with TVSM through a Scheme of Amalgamation
(Scheme) which was approved by the Hon'ble National Company
Law Tribunal, Chennai Bench on 6^th May 2026. The merger is
effective from 12^th May 2026 (being the date of filing of Hon'ble
NCLT Order with Registrar of Companies). Consequent to the
effectiveness of the Scheme, SACL stands dissolved without
winding up and all its assets, liabilities, rights, obligations, and
undertakings stand transferred to and vested in TVSM in
accordance with the provisions of the Scheme.

As on 31^st March 2026, the following companies and bodies
corporate were the subsidiaries / associates of the Company:

Subsidiaries:

1. TVS Motor Company Limited (TVSM), Chennai

2. TVS Digital Limited, Chennai

3. Home Credit India Finance Private Limited, Bengaluru

4. TVS Holdings (Singapore) Pte Limited, Singapore
Subsidiaries of TVSM

1. TVS Credit Services Limited (TVSCS), Bengaluru

2. TVS Motor Services Limited, Chennai

3. TVS Electric Mobility Limited, Chennai

4. PT TVS Motor Company Indonesia, Jakarta.

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

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

7. TVS Motor Company DMCC, Dubai

8. DriveX Mobility Private Limited, Coimbatore

Subsidiaries of TVSCS

1. Harita ARC Private Limited, Chennai

2. Harita Two-wheeler Mall Private Limited, Chennai

3. TVS Housing Finance Private Limited, Chennai

1. TVS EBike Company AG, Switzerland (TVS EBike) (Formerly
known as Swiss E-Mobility Group (Holding) AG)

2. The Norton Motorcycle Co Limited, UK (Norton)

3. TVS Digital Pte Ltd, Singapore

4. TVS EBike Company Limited, UK (Formerly known as EBCO
Limited)

5. TVS Motor GmbH, Germany (Formerly known as Celerity Motor
GmbH)

6. Engines Engineering S.p.A, Italy [effective 3^rd October 2025]

Subsidiaries of TVS EBike Company AG

1. EGO Movement, Deutschland GmbH, Germany

2. Swiss E-Mobility Group (Osterreich) GmbH, Austria

3. TVS EBike Company GmbH, Germany (Formerly known as
Colag E-Mobility GmbH).

Subsidiaries of Norton

1. Norton Motorcycle Private Limited, Chennai [effective
19^th August 2025]

2. Norton USA LLC, Delaware, USA [effective 6^th November 2025]
Associate Company

1. TVS Training & Services Limited, Chennai
Associates of TVSM

1. Ultraviolette Automotive Private Limited, Bengaluru

Associates of TVSM Singapore

1. Killwatt GmbH, Germany

Associates of TVS Digital Pte Ltd

1. Predictronics Corp., USA

13. SUBSIDIARIES PERFORMANCE:TVS Motor Company Limited (TVSM)

TVSM is engaged in the business of manufacturing two and three
wheelers. During the year 2025-26, TVSM's total revenue including

other income was $ 47,240.35 Cr and earned a profit after tax of
$ 3,615.22 Cr. TVSM for the year 2025-26, declared and paid an
interim dividend of $ 12 per share (1200%) absorbing a sum of
$ 570 Cr on 47,50,87,114 equity shares of $ 1 each.

During the year under review, TVSM has allotted 4 Listed
Non-Convertible Redeemable Preference Shares (NCRPS) of face
value of $ 10 each fully paid up, for every 1 equity share of
$ 1 each fully paid up held by equity shareholders of the Company
with the maturity date of 1^st September 2026 amounting to a sum
of $ 1,900.35 Crores pursuant to the approval of the Hon'ble
National Company Law Tribunal, Chennai Bench.

Home Credit India Finance Private Limited (HCIFPL)

HCIFPL is a non-deposit-taking non-banking financial company
registered with the Reserve Bank of India (RBI) and has been
categorised as a middle layer NBFC. HCIFPL has become a
subsidiary of the Company effective 3^rd February, 2025. The
Company holds 80.39% equity stake in HCIFPL as on 31^st March
2026. HCIFPL is engaged in providing loans to the retail segment
for consumer durables and cash loans. It also offers add on
products in the form of non-credit value-added services. HCIFPL
operates through the point of sales (POS) model and online model.
It is having an Assets Under Management of $ 6,483 Cr as on
31^st March 2026. HCIFPL's total revenue during the year was
$ 2,116.46 Cr and Profit After Tax was $ 132.24 Cr.

TVS Digital Limited (TVS Digital)

TVS Digital (Formerly known as TVS Housing Limited) became a
direct wholly owned subsidiary of the Company effective
16^th September 2024.

TVS Digital Limited carries on the business activities relating to
Digital / Information Technology and other related services.

TVS Digital generated a total revenue of $ 55.28 Cr during the
year and Profit Before Tax was $ 2.10 Cr.

TVS Holdings (Singapore) Pte Limited

The Company was incorporated on 11^th January, 2024 to carry
out overseas business acquisitions and investments. The Company
has not commenced any business activity as on date.

TVS Credit Services Limited (TVS CS)

TVS CS is the retail finance arm of TVSM for financing of two
wheelers, three wheelers, used cars, used and new tractors, used
commercial vehicles, consumer durables, Personal Loan, Gold

Loan and Mid Corporate loans. TVS CS primarily caters to self
employed, new to credit borrowers in the semi-urban and rural
areas in India. TVS CS has an extensive presence in 22 states
across India with serving more than 2 crore customers.

During FY 2025-26, TVS CS's overall disbursements registered at
$ 33,018 crore as compared to $ 26,301 crore in the previous
year registering growth of 26%. The book size of TVS CS registered
a growth of 15% to reach $ 30,639 crore as of March 2026 from
$ 26,647 crore as of March 2025. Total income during the
FY 2025-26 grew by 9% at $ 7,196 crore from $ 6,609 crore during
FY 2024-25. The PBT grew by 21% at $ 1,238 crore as against
$ 1,025 crore during the previous year.

The following companies are the subsidiaries of TVS CS:

- Harita ARC Private Limited, Chennai

- Harita Two wheeler Mall Private Limited, Chennai

- TVS Housing Finance Private Limited, Chennai

All the above subsidiaries are yet to commence operations.

The Norton Motorcycle Co Limited, UK (Norton)

Norton unveiled its Resurgence portfolio of 4 new models at the
EICMA Milan, in November 2025. These marked a significant
milestone in the journey. These included two forms of a 1200cc,
4-cylinder motorcycle and two forms of a 600cc twin cylinder
platform. This launch reflects the significant progress made in
rebuilding Norton's product portfolio and brand positioning.

Since TVSM acquiring Norton brand, the Company has laid a strong
foundation for sustainable growth, including the establishment of
a state of the art manufacturing facility and a dedicated engineering
and design centre. These investments have strengthened Norton's
capabilities across product development, quality engineering, and
industrialisation leading to long-term value creation.

The premium and super premium motorcycle segments are
expected to demonstrate sustained growth, and Norton is well
positioned to participate meaningfully in this market through a robust
and clearly defined product pipeline. TVS Motor continues to
support Norton through sustained investments in new product
development, advanced facilities, research and development, and
world class quality engineering, aligned with Norton's philosophy
of Design, Dynamism, and Detail.

TVSM will continue to invest strategically, leveraging its
engineering, design, development, and supply chain capabilities

to deliver high quality products in a cost effective and scalable
manner.

As part of its growth strategy, Norton is preparing for phased
international expansion, with an initial focus on the UK, Europe,
India and USA in phase 1.

The following companies are the subsidiaries of Norton:

- Norton Motorcycle Pvt. Ltd, India [effective 19^th August 2025]

- Norton USA LLC, USA [effective 6^th November 2025]

All the above subsidiaries are yet to commence their operations.

PT. TVS Motor Company Indonesia (PT TVS)

During the FY, PT TVS two-wheeler sales grew by 40%, standing
at 0.20 Mn units as against 0.14 Mn units during the previous FY,
and three-wheeler sales is at 11,500 units as against 4,727 units
during the previous FY. During the year PT TVS reported operating
EBITDA of $8 Mn.

DriveX Mobility Private Limited (DriveX)

DriveX a subsidiary of TVSM, is engaged in the business of
procurement, refurbishment and retail of pre-owned multi-brand
two-wheelers, including motorcycles and scooters. The Company
operates through a combination of company-owned company-
operated (COCO) stores and franchisee-led (FOFO) outlets. As
on 31 March 2026, DriveX operates 12 COCO stores and
approximately 23 FOFO outlets, with a primary presence across
the southern states of Karnataka and Tamil Nadu. The Company
also runs two refurbishment centres located in Hosur and
Coimbatore.

In addition to its physical retail network, DriveX operates a
customer-to-customer (C2C) digital platform, DriveX DIRECT, which
serves as an end-to end online marketplace for buying and selling
multibrand pre-owned two-wheelers. The Company also operates
an auction platform, DriveX Auction Platform (DAP), facilitating
vehicle sales to open market brokers.

During the FY 2025-26, DriveX reported a revenue of $ 74 crore,
as compared to $ 61 crore in the previous FY 2024-25.

During the year under review, TVSM increased its stake in DriveX
by an additional 2.81%. Consequently, TVSM's shareholding in
DriveX stands at 92.21% as on 31^st March 2026.

TVS EBike Company AG, Switzerland (TVS E Bike) (Formerly
known as Swiss E-Mobility Group (Holding) AG).

TVS EBike Company AG, Switzerland (TVS EBike), a wholly owned
subsidiary of TVS Motor (Singapore) Pte Limited, along with its
subsidiaries Swiss E-Mobility Group (Osterreich) GmbH, Austria,
TVS EBike Company GmbH, Germany, Nuremberg and EGO
Movement Deutschland GmbH, Germany, operates in the DACH
(Germany, Austria and Switzerland) region.

In CY 2025, TVS EBike reported revenues of CHF 56 Mn amidst
tough market conditions in Europe. The market in CY 2026
continues to address challenges of excess inventory and excessive
discounting.

TVS EBike Company Limited, UK (Formerly known as EBCO
Limited) (TVS EBike, UK)

TVS EBike Company Limited, UK (Formerly known as EBCO
Limited), a British company providing mobility solutions through
e-bikes across the Adventure, Urban and City bikes segments. TVS
EBike, UK offers innovative and high-quality e-bikes in the UK market.

During FY 2025-26, TVS EBike, UK reported a revenue of
GBP 1.2 Mn as against GBP 1.14 Mn during FY 2024-25.

TVS Motor Services Limited (TVS MS)

TVS MS was initially the investment Special Purpose Vehicle (SPV)
of the TVSM, for funding TVS Credit Services Limited. TVS MS
continues to be a wholly owned subsidiary of TVSM.

TVS Electric Mobility Limited (TVSEM)

The Company was incorporated to undertake Electric Mobility
business.

The entire shares of TVSEM have been subscribed by TVSM and
hence, TVSEM is a wholly owned subsidiary of 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.

TVS Motor (Singapore) Pte Limited, a wholly owned subsidiary of
TVSM. During the year, TVSM has invested a sum of
$ 222.16 Mn in the ordinary shares of TVS Motor (Singapore) Pte
Limited.

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

TVS Motor Company DMCC, Dubai

TVSM has incorporated a wholly owned subsidiary in Dubai viz.,
TVS Motor Company DMCC, Dubai on 27^th June 2024. The
subsidiary has been established to strengthen and expand TVSM's
international operations by effectively catering to the Middle East
and North Africa (MENA) region.

TVS Digital Pte Ltd, Singapore

TVS Digital Pte Limited, Singapore is a wholly owned subsidiary
of TVS Motor (Singapore) Pte. Ltd. The Digital start-up offers a
range of solutions across their Autotech and Fintech platforms.

During FY 2025-26, the Company earned revenue of $ 46.74 crore
(including software IP sale of $ 43.15 crore) against the revenue
of $ 8.93 crores for FY 2024-25. The Company made a profit before
tax of $ 2.39 crores during FY 2025-26 as against a net loss of
$ 69.25 crores in FY 2024-25.

ASSOCIATE COMPANY

TVS Training and Services Limited (TVS TS)

TVS TS is engaged in the business of providing technical,
vocational training and man power supply to various industries
and is participating in the National Skill Development Projects.

During the year, TVS TS earned an income of $ 273.80 Crores
and profit after tax for the year ended 31^st March 2026 was
$ 1.20 Crores.

14. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared
in accordance with the provisions of Section 129 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 along
with a separate statement containing the salient features of the
financial performance of subsidiaries / associates in the prescribed
form. The audited consolidated financial statements together with
the Auditors' Report form part of the Annual Report.

The financial statements of the subsidiary companies will be made
available to the Shareholders, on receipt of a request from any
Shareholder. The financial statements of the subsidiaries have also
been placed on the website of the Company. This will also be
available for inspection by the Shareholders during business hours
as mentioned in the Notice of AGM.

The consolidated Profit Before Tax of the Company and its
subsidiaries & associates amounted to $ 5,118.74 Crores for the
financial year 2025-26 as compared to $ 3,616.12 Crores in the
previous year.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

Awards and Accolades won by Directors:

• Our Chairman, Mr Venu Srinivasan was conferred with CII
President's Award for Lifetime Achievement at the CII Annual
Summit 2026.

• Mr. Sudarshan Venu, Managing Director, was named "Person
of the Year" by Autocar India.

Directors' appointment / re-appointment / cessation

During the financial year, there was no change in the constitution
of the Board of Directors of the Company.

In terms of the provisions of sub-section (6) read with explanation
to Section 152 of the Act, 2013, two-thirds of the total number of
Directors i.e., excluding IDs, are liable to retire by rotation and out
of them, one-third is liable to retire by rotation at every AGM.
Accordingly, Mr Venu Srinivasan, Non-Executive Director, 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.

Further, Mr. Venu Srinivasan (DIN: 00051523), aged 73 years, will
attain the age of seventy-five (75) years during the proposed tenure
pursuant to his re-appointment as a Non-Executive Director. In
terms of Regulation 17(1A) of the Listing Regulations, approval of
shareholders by way of a special resolution is also proposed to be
obtained in the ensuing AGM for continuation of his directorship
as a Non-Executive Director notwithstanding that he will attain the
age of seventy-five (75) years, with effect from 11^th December 2027.

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 it to the
shareholders.

The terms of appointment of Independent Directors (IDs) include
the remuneration payable to them by way of fees and profit-related
commission, if any.

The terms of IDs cover, inter-alia, duties, rights of access to
information, disclosure of their interest / concern, dealing in
Company's shares, remuneration and expenses, insurance and
indemnity. The IDs are provided with copies of the Company's
policies and charters of various committees of the Board.

In accordance with Section 149(7) of the Act, 2013, all IDs have
declared that they have met the criteria of independence as
provided under Section 149(6) of the Act, 2013 and Regulation 25
of the Listing Regulations and the Board confirms that they are
independent of the management.

The detailed terms of appointment of IDs is disclosed on the
Company's website in the link as provided in page no. 106 of this
Annual Report.

All the IDs are registered with the databank of Independent
Directors developed by the Indian Institute of Corporate Affairs in
accordance with the provisions of Section 150 of the Companies
Act, 2013 and obtained ID registration certificate and renewed the
same for five years / life time, as the case may be.

In the opinion of the Board, the Independent Directors appointed
are persons of high repute, integrity and possess the relevant
expertise, experience and proficiency.

Separate meeting of Independent Directors

During the year under review, a separate meeting of IDs was held
on 25^th March 2026 as required under Schedule IV of Companies
Act, 2013 and Regulation 25 of Listing Regulations.

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)

Independent Directors (IDs) used various criteria prescribed by
the Nomination and Remuneration Committee (NRC) for evaluation
of Non-IDs and Executive Directors viz., M/s Sudarshan Venu,
K Gopala Desikan and Non-ID Non- Executive Directors viz.,
M/s Venu Srinivasan and R Gopalan and also of Chairman of the
Board and the Board as a whole, for the year 2025-26.

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

IDs reviewed the Company's performance during the year
2025-26 and the comparative data on financial / market cap for
the year 2025-26.

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, 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¬
- The Company has a well diversified Board and displays
collective knowledge of the business and its growth.

- The IDs were satisfied fully with the performance of all Non-
IDs.

b) Chairman

The Independent Directors evaluated the performance of the
Chairman of the Board.

The Independent Directors noted that the Chairman effectively
discharges his role, supported by sound knowledge of the
Company, its business and operations and a long term vision for
sustainable growth grounded in strong values.

The Independent Directors observed that the Chairman provides
appropriate oversight of the Company's internal control systems
and risk management framework and ensures effective conduct
of Board proceedings. His integrity, objectivity, and independent
judgment were also noted, along with his standing with government
and administrative authorities.

Overall, the Independent Directors were satisfied that the
Chairman's experience, leadership, and understanding of the
Company continue to contribute positively to the effectiveness of
the Board and the Company's governance framework.

c) Board

IDs also evaluated the Board's composition, size, the mix of skills
and experience, meeting sequence, the effectiveness of discussion,
decision making and follow up action, so as to improve governance
and enhance the personal effectiveness of Directors.

The evaluation process focused on Board Dynamics. The Company
has a Board with a wide range of expertise in all aspects of business
and outstanding diversity of the Board with the presence of varied
personalities with expertise in their respective fields.

The Company's management is well guided by the Non- Executive
Directors and the Board benchmarks well in terms of its overall
composition and the value it adds to the business.

As far as shareholders' interest is concerned, IDs noted that a
proper system has been established to ensure that the Company
is prompt, relevant and transparent.

They were satisfied with the Company's performance in all fronts
and finally concluded that the Board operates with best practices.

Board composition of the Company was in compliance with the
the Companies Act, 2013 and SEBI Listing Regulations.

d) Quality, Quantity and Timeliness of flow of information
between the Company, Management and the Board

All IDs have expressed their overall satisfaction with the support
received from the management and the excellent work done by
the management during the financial year under review and also
that the relationship between the top management and 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 was 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.

Additionally, a meeting of independent directors was also held on
22^nd September 2025 to consider and recommend the scheme of
arrangement between the Company and its shareholders under
Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013 to issue Bonus Non-Convertible Redeemable
Preference Shares.

Key Managerial Personnel (KMP)

Mr Sudarshan Venu, Managing Director, Mr K Gopala Desikan,
Director & Group Chief Financial Officer and Mr R Raja Prakash,
Company Secretary are KMPs of the Company in terms of Section
2(51) read with Section 203 of the Act, 2013 as on date of this
Report.

There were no changes in the KMPs of the Company during the year.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of Directors (NRC)
reviews the composition of the Board to ensure an appropriate
mix of abilities, experience and diversity to serve the interests of
all stakeholders of the Company.

The objective of such policy is to attract, retain and motivate
executive management and devise remuneration structure to link
to Company's strategic long-term goals, appropriateness,
relevance, and risk appetite.

NRC will identify, ascertain the integrity, qualification, appropriate
expertise and experience, having regard to the skills that the
candidate will bring to the Board / Company, whenever the need
arises for appointment of Directors / KMP/ Senior Management
Personnel (SMP).

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,
Stakeholders Relationship Committee and Asset Liability
Management 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 of
questionnaire.

Independent Directors

The performance of all IDs was assessed against a range of criteria
such as contribution to the development of business strategy and
performance of the Company, understanding the major risks
affecting the Company, clear direction to the management and
contribution to the Board cohesion. The performance evaluation
has been done by the entire Board of Directors, except the Director
concerned being evaluated.

The IDs were always kept informed of the constitution of robust
framework for the Company and group companies against cyber
threats and mitigation plans against cyber-attacks for business
continuity.

The Board noted that all IDs have understood the opportunities
and risks to the Company's strategy and are supportive of the
direction articulated by the management team towards consistent
improvement.

On the basis of the report of performance evaluation of directors,
the Board noted and recorded that all the directors should extend
and continue their term of appointment as Directors / Independent
Directors, as the case may be.

Committees

Board delegates specific mandates to its committees, to optimize
Directors' skills and talents besides complying with key regulatory
aspects.

a. Audit Committee for overseeing financial Reporting;

b. Risk Management Committee for overseeing the risk
management framework;

c. Nomination and Remuneration Committee for selecting and
compensating Directors / Employees;

d. Stakeholders' Relationship Committee for redressing investors'
grievances;

e. Corporate Social Responsibility Committee for overseeing CSR
initiatives and inclusive growth;

f. Asset Liability Management Committee for managing liquidity
risks, market risks and other funding / asset related risks for
effective risk management in its portfolios; and

g. Administrative Committee for handling administrative matters
as delegated by the Board.

The performance of each Committee was evaluated by the Board
after seeking inputs from its members on the basis of specific terms
of reference, its charter, time spent by the Committees in
considering key issues, quality of information received, major
recommendations / action plans and work of each Committee.

The Board is satisfied with the overall effectiveness and decision
making of all Committees. The Board reviewed each Committee's
terms of reference to ensure that the Company's existing practices
remain appropriate.

Directors continue to devote such time as is necessary for the
proper performance and effectively discharge their duties. Board
and its Committees have an appropriate combination of skills,
experience and knowledge.

The current committees' structure was considered effective and
all the committees of the Board were considered to be working
effectively.

Recommendations from each Committee were considered and
accepted by the Board prior to its implementation during the
financial year under review.

Details of Committees, its charter and functions are provided in
the Corporate Governance Report.

Number of Board meetings held

During the financial year 2025-26, the Board met seven times and
details of the meetings are provided as part of the Corporate
Governance Report prepared in terms of the Listing Regulations.

16. AUDITORSStatutory Auditors

The Company at its 62^nd Annual General Meeting (AGM) appointed
M/s. N C Rajagopal & Co., Chartered Accountants, Chennai (ICAI

Firm Registration Number: 003398S) as the Statutory Auditors of
the Company to hold office, for a term of three years, from the
conclusion of the said 62^nd AGM till the conclusion of the
65^th AGM, at such remuneration in addition to applicable taxes,
and reimbursement of travelling and other out of pocket expenses
as may be mutually agreed between the Auditors and Board of
Directors of the Company on the recommendations of the Audit
Committee.

The Auditors' Report for the financial year 2025-26 does not contain
any qualification, reservation, disclaimer or adverse remark and
the same is attached with the annual financial statements.
The Company has obtained the necessary certificate under
Section 141 of the Act, 2013 confirming their eligibility for continuing
as statutory auditors of the Company for the year 2026-27.

Secretarial Auditors

As required under Section 204 of the Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company was required to appoint a Secretarial Auditor
for auditing secretarial and related records of the Company.

The Company at its 63^rd Annual General Meeting (AGM) appointed
M/s. B Chandra & Associates, Practising Company Secretaries,
Chennai, as Secretarial Auditors of the Company to hold office, for
a term of five years, from the conclusion of the said 63^rd AGM till
the conclusion of the 68^th AGM, at such remuneration in addition
to applicable taxes and reimbursement of travelling and other out
of pocket expenses as may be mutually agreed between the
Auditors and Board of Directors of the Company on the
recommendations of the Audit Committee.

The Secretarial Audit Report for the financial year 2025-26, given
by M/s. B Chandra & Associates, Practising Company Secretaries,
Chennai is attached to this Report.

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

The Company has obtained the necessary certificate confirming
their eligibility for continuing as Secretarial Auditors of the Company
for the year 2026-27.

Cost Auditor

The requirement to maintain cost records and conducting of cost
audit are not applicable to the Company.

17. CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate
governance over the years and lays strong emphasis on
transparency, accountability and integrity.

A separate section on Corporate Governance and a certificate from
the Statutory Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Listing
Regulations is given as Annexure VI to this Report.

The Managing Director and the Director & Group Chief Financial
Officer of the Company have certified to the Board on financial
statements and other matters in accordance with the Regulation
17 (8) of the Listing Regulations pertaining to CEO / CFO
certification for the financial year ended 31^st March 2026.

18. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of Regulation 34 of the Listing Regulations read with
relevant SEBI Circulars, reporting requirements on ESG parameters
were prescribed under "Business Responsibility and Sustainability
Report"('BRSR'). The BRSR seeks disclosure on the performance
of the Company against nine principles of the "National Guidelines
on Responsible Business Conduct' ('NGRBCs').

As per the SEBI Circulars, effective from the financial year
2024-25, filing of BRSR is mandatory for the top 1,000 listed
companies by market capitalisation. Accordingly, for the financial
year ended 31^st March 2026, Company has published BRSR, in
the prescribed format as Annexure V to this Report and is available
on the Company's website in the link as provided in page no. 106
of this Annual Report.

Further the Company has obtained the reasonable assurance
report on the Core parameters from its Statutory Auditors as
required under the Listing Regulations.

19. 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. 106 of this Annual Report.

20. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within
the meaning of Section 76 of the Act, 2013 and the Reserve Bank
of India Act, 1934 and the Reserve Bank of India (Non-Banking
Financial Companies-Acceptance of Public Deposits) Directions,
2025 or erstwhile Regulations in this regard for the year ended
31^st March 2026 and there are no such Public Deposits Outstanding
as on 31^st March 2026.

21. STATUTORY STATEMENTS

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

Conservation of energy

The operations of the Company are not energy intensive. However,
the Company has taken, inter-alia, following measures to reduce
energy consumption:

• optimal use of natural lighting during office hours.

• switching off lights and equipments when not in use.

• encouraging employees to power down systems after working
hours.

• use of energy efficient laptops and monitors.

Technology absorption

As the Company is a Core Investment Company investing in
Subsidiaries and Associate(s), it has no particulars to report
regarding technology absorption as required under Section 134 of
the Companies Act, 2013 and Rules made thereunder.

Foreign Exchange

Details of Foreign Exchange earned and used during the Financial
Year 2025-26 are given below:

Material changes and commitments, if any, affecting the
financial position of the Company, having occurred since the
end of the year and till the date of the Report:

There have been no material changes and commitments affecting
the financial position of the Company, which have occurred between
the end of the financial year of the Company to which the financial
statements relate and the date of this Report.

Significant and material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of the
Company:

There are no significant and material orders passed by the
Regulators or Courts or Tribunals, which would impact the going
concern status of the Company and its future operations.

Annual Return:

Copy of the provisional Annual Return (Annexure I) in prescribed
form is available on the Company's website in the link as provided
in page no. 106 of this Annual Report, in terms of the requirements
of Section 134(3)(a) of the Act, 2013 read with the Companies
(Accounts) Rules, 2014.

Employee's remuneration:

Details of Employees receiving the remuneration in excess of the
limits prescribed under Section 197 of the Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed as a statement
and given in Annexure II. In terms of first proviso to Section 136(1)
of the Act, 2013 the Annual Report, excluding the aforesaid
annexure is being sent to the Shareholders of the Company. The
annexure is available for inspection at the Registered Office of the
Company during business hours as mentioned in the Notice of
AGM and any Shareholder interested in obtaining a copy of the
said annexure may write to the Company Secretary at the
Registered Office of the Company.

Comparative analysis of remuneration paid:

A comparative analysis of remuneration paid to Directors and
Employees with the Company's performance is given as
Annexure IV to this Annual Report.

Details of related party transactions:

There were no material related party transactions under
Section 188 of the Act, 2013 read with the Companies (Meetings
of Board and its Powers) Rules, 2014. Further, all RPTs were
undertaken on an arm's length basis. Therefore, disclosure in form
AOC-2 is not required.

Details of loans / guarantees / investments made:

The Company is registered as a Core Investment Company with
RBI. Thus, particulars of loans, guarantees and investments under
the provisions of Section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014, are not applicable
to the Company.

Reporting of fraud

The Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Act, 2013.

Secretarial Standards

The Company has complied with the applicable Secretarial
Standards as amended from time to time.

General Disclosures

During the year, there were no transaction requiring disclosure or
reporting in respect of matters relating to:

a. issue of equity shares with differential rights as to dividend,
voting or otherwise;

b. issue of shares (including sweat equity shares) to employees
of the Company under any scheme;

c. pendency of any proceeding under the Insolvency and
Bankruptcy Code, 2016;

d. instance of one-time settlement with any bank or financial
institution; and

e. change in the nature of business of the Company.

Disclosure in terms of Maternity Benefit Act, 1961

The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961 and the rules made thereunder, including all
applicable obligations relating to maternity benefits for eligible
employees.

Disclosure in terms of Sexual Harassment of Women at the
workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH), as amended, Company has a robust mechanism in place
to redress complaints reported under it. The Company has complied
with provisions relating to the constitution of the Internal Complaint
Committee under POSH. The Internal Committee (IC) comprises

of internal members and external member who has an extensive
experience in the field.

There were no cases of sexual harassment reported during the
year 2025-26.

During the year 2025-26, 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 if any / discharge of liabilities by the Company.

22. ACKNOWLEDGEMENT

The Directors gratefully acknowledge the continued support and
co-operation received from the Promoters and also thank the
bankers and investing institutions for their valuable support and
assistance.

The Directors wish to place on record their appreciation for the
contributions by all the employees of the Company during the year
under review.

The Directors also thank the investors for their continued faith in
the Company.

For and on behalf of the Board of Directors
VENU SRINIVASAN

Chennai Chairman

13^th May 2026 DIN: 00051523