The Directors are pleased to present the 34^th Annual Report and
the audited financial statements of the Company for the year
ended 31^st March 2026, reflecting a year of strong performance,
sustained growth and significant milestones across businesses.
A summary of the key highlights on the Company's performance
and operations in FY 2025-26 is enumerated.

Customer Satisfaction

^ Reinforcing its commitment to quality and customer
satisfaction, the Company delivered a strong
performance in the J.D. Power 2026 India Two¬
Wheeler Studies, securing five honours. Notably,

TVS Jupiter 110, TVS Raider, and TVS Ronin achieved
top rankings in their respective segments in the
Initial Quality Study (IQS), underlining the Company's
consistent focus on delivering superior product
quality and ownership experience.

^ Further strengthening its leadership in delivering
superior customer experience, TVS Jupiter 110 and
TVS Sport secured the top position in the J.D. Power
Automotive Performance, Execution and Layout
(APEAL) Study, reflecting the Company's continued
emphasis on product excellence and rider¬
centric design.

Sales Performance

^ The Company delivered a record-breaking

performance during the year, surpassing all previous
milestones to achieve its highest-ever sales of 5.89
million units of two- and three-wheelers.

^ Driven by strong customer acceptance and a robust
product portfolio, two-wheeler domestic ICE sales
in India grew by an impressive 19%, significantly
outpacing industry growth of 9%, with volumes
reaching 3.87 million units.

^ The Company also sustained strong momentum
in international markets, where two-wheeler sales
recorded a growth of 31%, markedly higher than the
industry growth of 12%, reflecting the strength of its
global presence and market expansion strategy.

^ In the electric mobility space, the Company further
consolidated its leadership position, with EV two¬
wheeler sales increasing by 35% to 3.67 lakh units.
This performance enabled the Company to emerge
as the No. 1 player in the EV two-wheeler segment in
India in FY 2025-26.

^ The three-wheeler business also witnessed robust
growth, with sales rising to 2.2 lakh units, a strong
growth of 63% over the previous year, significantly
ahead of the industry growth of 28%, underscoring
the Company's competitiveness and market
leadership in this segment.

5.89 Mn units

Highest-ever sales of two-
and three-wheelers

No. 1 player

In EV two-wheeler segment
in India (FY 2025-26)

Financial Performance

^ The Company posted the highest-ever revenue of
'47,270 crore, highest-ever profit of '4,945 crore (Profit
before exceptional items and tax).

^ The Company's operating revenue grew by 30%.

^ The Company recorded the highest-ever operating
EBITDA of '6,079 crore, a growth of 37% as against the
EBITDA of '4,450 crore during last year.

^ The Company posted a PAT of '3,615 crore during
the year.

30%_

Growth in TVSM’s operating
revenue in FY 2025-26

Dividend & Bonus Preference Shares

^ Reflecting its strong financial performance and
continued focus on shareholder value creation, the
Company declared an interim dividend of '12 per
share (1,200%) for FY 2025-26, absorbing a sum of
'570 crore.

^ Pursuant to the approval of the Hon'ble National
Company Law Tribunal, Chennai Bench, the
Company undertook a capital restructuring initiative
through the allotment of 4 listed Non-Convertible
Redeemable Preference Shares (NCRPS) of face
value '10 each, fully paid-up, for every 1 equity share
held. The total value of the allotment amounted to
'1,900.35 crore, with a maturity date of 1 September
2026, reinforcing the Company's commitment to
optimising its capital structure while enhancing
shareholder returns.

^ During the year, The Norton Motorcycle Co. Ltd.,

UK, a wholly owned subsidiary of the Company,
incorporated two wholly owned subsidiaries—Norton
Motorcycle Private Limited, India on 19 August 2025
and Norton USA LLC on 6 November 2025.

^ Ahead of its planned commercial launch in the
United States during the summer of FY 2026-27,
Norton has been undertaking preparatory steps to
establish its presence in key markets. These include
the incorporation of the US subsidiary, onboarding of
sales and marketing personnel, and the progressive
appointment of dealer partners. The brand has also
generated encouraging customer and stakeholder
response following the product unveil at EICMA,

Milan and is continuing to invest in readiness for the
forthcoming commercial rollout.

Engines Engineering S.p.A, Italy

^ The Company acquired 100% stake in Engines
Engineering S.p.A, Italy (EE) through TVS Motor
(Singapore) Pte Ltd on 3 October 2025 and thereby
EE became a wholly owned subsidiary of TVS Motor
(Singapore) Pte. Limited and the Company.

^ The acquisition of EE marks a significant step in
strengthening global engineering and innovation
capabilities to design and develop next generation
products for global markets.

Roppen Transportation Services Private
Limited (Rapido)

^ The Company has disinvested its stake held in
Roppen Transportation Services Private Limited
(Rapido) and during the year realised a sum of
'288 crore as against the investment of '114 crore.

New Product Launches

The Company delivered a robust performance during
the year, underpinned by a series of successful product
launches and lifecycle enhancements across its
motorcycles, scooters and electric mobility portfolio.

^ Introduction of the all-new TVS Ntorq 150, alongside
updates to the flagship TVS Apache RR 310 and
refreshed variants of the Apache RTR 200 4V and
RTR 160.

^ Milestone celebration of the TVS Apache brand
was marked by the launch of an exclusive range
of 20^th Anniversary Limited Editions in September
2025, further strengthening brand equity and
customer engagement.

^ The portfolio was further reinforced with the launch
of the all-new TVS Apache RTX 300 in October

2025,    complemented by the introduction of the
TVS Jupiter 125 DT SXC and refreshed variants of
the TVS iQube S and ST. Value offerings were also
enhanced through the launch of the new TVS XL100,
broadening accessibility across segments.

^ In electric mobility, the Company continued to
scale its presence with the introduction of the all¬
new TVS Orbiter in India in August 2025, followed
by the TVS Orbiter V1 (BaaS variant) in March

2026,    enabling wider adoption through innovative
ownership models.

Apache 20^th Anniversary
Limited Editions

Launched in September 2025, marking
milestone celebration of TVS Apache brand

Across its product portfolio, the Company established
advanced TFT instrument clusters as a distinctive
signature of its technology leadership and rider¬
centric innovation.

Powered by the proprietary SmartXonnect™ platform,

TVS digital TFT clusters seamlessly integrate connected
features such as navigation, voice assist, ride analytics,
and smartphone integration, delivering an intuitive and
highly personalised rider interface.

From the Apache RTR TFT variants to the NTORQ and
Raider range, these clusters consistently combine
high-resolution displays, robust connectivity, and real¬
time data capabilities. This deep in-house expertise
in hardware-software integration, UI/UX design, and
connected ecosystems positions TVS's TFT cluster
technology as a defining differentiator-enhancing
safety, engagement, and the overall riding experience
across segments.

Collectively, these initiatives underscore the Company's
continued focus on innovation, portfolio premiumisation,
and comprehensive market coverage, while driving
sustained growth across segments.

Awards and Accolades

The Company secured five honours in the J.D. Power
2026 India Two-Wheeler Studies, with TVS Jupiter 110,
TVS Ronin and TVS Raider ranking highest in their
respective segments in the Initial Quality Study (IQS).

TVS Sport and TVS Jupiter 110 ranked highest in
the Automotive Performance Execution & Layout
(APEAL) Study.

Mr. Sudarshan Venu, Chairman and Managing
Director, was named 'Person of the Year' by Autocar
India during the year under review. The recognition
reflects his leadership in guiding the Company's
strategic priorities and operational performance.

Under his direction, the organisation continued to
advance its product portfolio and strengthen its
presence across key markets. The award highlights
his role in steering the company through a dynamic
and competitive industry environment.

TVS Apache RTX that opened new frontiers for the
company last year, was honoured with the prestigious
Indian Motorcycle of the Year (IMOTY 2026). It also won
several other awards, including the 'Bike of the Year'
at the Autocar India Awards, reinforcing the brand's
leadership in performance motorcycling.

TVS Ntorq 150 was adjudged 'Scooter of the Year',
highlighting the Company's strengths in diverse
product portfolio.

The Asian Centre for Corporate Governance &
Sustainability recognised the Company's Annual
Report as the 'Best Annual Report' in their Asia Business
Responsibility Summit 2025.

The Confederation of Indian Industry [CII] awarded the
Mysore factory with the 'CII-GreenCo - Gold Rating' in
April 2025.

The Company also received the prestigious 'Golden
Peacock Award' for Sustainability from the Institute of
Directors (IOD) at the Annual Global Convention on
Corporate Governance & Sustainability in London, UK,
underscoring its commitment to responsible growth.

TVS Apache RTX

Honoured with the prestigious Indian
Motorcycle of the Year (IMOTY 2026) Award

Sudarshan Venu

Named ‘Person of the Year’ by Autocar India

Golden Peacock Award

For TVSM’s Sustainability from the
Institute of Directors (IOD) at Annual Global
Convention on Corporate Governance &
Sustainability, London, UK

Guided by the Company's enduring core values—trust,
customer obsession, value maximisation, speed and
agility, exactness, and disruptive mindset—TVSM has
delivered another year of strong and consistent growth
in FY 2025-26. This steadfast focus has built a resilient
foundation that has enabled the Company to grow
steadily and sustainably year after year.

The year was characterised by robust financial
performance, accelerated growth across key segments,
and a further strengthening of the Company's market
position, underscoring the effectiveness of its long-term
strategy and disciplined execution. As the Company
continues to innovate, scale its capabilities, and expand
its footprint, it remains firmly committed to delivering
superior and consistent value to its customers, partners,
and stakeholders.

2.1. Key Performance Snapshot

In FY 2025-26, the Company registered its highest-
ever annual sales of 56.70 lakh (5.67 million) units of
two-wheelers and 2.19 lakh (0.22 million) units of three-
wheelers. This translated into a 23% sales growth over the
annual sales of 46.09 lakh (4.61 million) units in FY 2024-25
for two-wheelers and a 63% sales growth from 1.35 lakh
(0.14 million) units in FY 2024-25 for three-wheelers.

On the back of this strong performance, the Company
reported an all-time high revenue of '47,270 crore and
PBT of ?4,945 crore. The Company also recorded its
highest-ever operating EBITDA of ?6,079 crore, recording a
growth of 37% as against ?4,450 crore during FY 2024-25.

^6,079 Cr

Highest-ever operating
EBITDA in FY 2025-26

2.2 Macroeconomic Overview - Global

Global macroeconomic conditions in FY 2025-26
remained challenging, driven by both supply and
geopolitical shock cycle.

The International Monetary Fund (IMF)
revised global growth downward to 3.1%
from 3.3% projected in January 2026,
reflecting the economic fallout from the
US-Iran-Israel conflict.

The conflict triggered a sharp rise in crude oil and energy
prices, disrupted global supply chains, tightened financial
conditions and increased policy uncertainty across both
advanced and emerging economies.

At the same time, the IMF revised global
inflation upward to 4.4% from 3.8% earlier,
indicating a prolonged period of elevated
input costs and price pressures.

Among Emerging Market and Developing Economies
(EMDEs), the impact was more pronounced for countries
with high fuel import dependence and weaker fiscal
buffers. However, the IMF expects the shock to remain
largely near-term, assuming geopolitical tensions do not
escalate further.

2.3. Macroeconomic Overview - India

Despite global tariff-related uncertainties during FY 2025¬
26, the Indian economy remained resilient, supported
by strong domestic demand, higher government capex,
robust investment activity, and structural reforms such as
personal income tax and GST rationalisation. As per the
revised GDP series (base year 2022-23), India's real GDP
growth is estimated at 7.6% in FY 2025-26, compared to
7.1% in FY 2024-25. Growth remained broad-based, with
Q3 FY 2025-26 GDP expanding by 7.8% Y-o-Y, supported
by strong private consumption and festive demand.
Nominal GDP growth stood relatively lower at 8.6%, mainly
due to benign inflation averaging around 2.1% during
FY 2025-26.

Broad-based Sectoral Growth Supported
Overall Momentum

Real Gross Value Added (GVA) is estimated to have
grown by 7.7% during FY 2025-26. Growth remained well
distributed across key sectors of the economy:

^ Agriculture and allied activities continued to benefit
from favourable monsoon conditions and healthy
reservoir levels.

^ Manufacturing activity strengthened materially,
supported by improving domestic demand,
government capital expenditure and higher
industrial output.

^ Construction activity remained strong, driven
by continued infrastructure development and
urban expansion.

^ The services sector remained the primary growth
engine of the economy, supported by healthy
performance across trade, transportation, hospitality,
financial services and digital services.

The Government of India maintained its emphasis on
long-term infrastructure creation and investment-
led growth. In the Union Budget FY 2025-26, capital
expenditure was budgeted at '11.21 lakh crore, reinforcing
the Government's commitment towards roads, railways,
logistics, urban infrastructure and digital connectivity.
Continued public investment supported industrial
activity, crowding-in of private investment and long-term
productivity enhancement across the economy.

Domestic demand conditions remained favourable
during FY 2025-26, supported by measures such as
personal income tax relief, GST rationalisation, improving
consumer sentiment and sustained investment activity.

Private Final Consumption Expenditure (PFCE) grew by
7.7%, while Government Final Consumption Expenditure
(GFCE) expanded by 6.6% during the year.

Under the revised CPI series with base year 2023-24,
inflation moderated to 2.1% in FY 2025-26, remaining at
the lower end of the Reserve Bank of India's target band
of 2-6%. The benign inflation environment was supported
by GST rationalisation, favourable base effects, healthy
supply conditions and adequate reservoir levels across
the country. Reflecting the favourable macroeconomic
environment, the RBI described the economy as being
in a 'Goldilocks' phase and reduced the policy repo rate
cumulatively by 125 basis points since February 2025 to
5.25%, while maintaining a neutral policy stance. Lower
interest rates supported liquidity conditions, credit growth
and retail financing demand across sectors.

During FY 2025-26, the Goods and Services Tax (GST)
rationalisation provided a meaningful boost to the
Indian two-wheeler industry, particularly in the mass
and mid-premium motorcycle segments. The reduction
in GST on two-wheelers below 350cc from 28% to 18%
significantly improved affordability and lowered the
on-road acquisition cost for customers. The lower tax
structure enhanced the value proposition across key
models, improved dealer throughput and strengthened
retail momentum through more effective financing and
promotional offerings without margin dilution.

The growth of motorcycle industry in FY 2025-26
offered key insights:

^ Premium motorcycle sales grew by 14% in FY 2025-26,
reaching 1.8 million units compared to 1.6 million units
in FY 2024-25 with a category share of 8.9% (8.5% in
FY 2024-25) of the overall ICE two-wheeler industry.

^ Commuter motorcycles continued to command
dominant category share of 46.2% (49.3% in
FY 2024-25) of the overall ICE two-wheeler industry.

This category, which comprises the Executive and
Economy segments, saw a volume growth of 3% in
FY 2025-26 with sales of 9.5 million units (from 9.2 million
units in FY 2024-25). While the Economy segment grew
by 4.5%, the Executive segment grew by only 0.7%, which
resulted in its category share declining from 20.6% to 19%.

The ICE Scooter industry grew by 16% in FY 2025-26, with
7.03 million units sold compared to 6.07 million units in
FY 2024-25, thereby increasing its category share from
32.3% (FY 2024-25) to 34.1% (FY 2025-26).

ICE scooter industry

XD/O    growth in FY 2025-26

3.2. Two-wheeler EV (India)

EV industry retail sales, as per VAHAN, reached 1.46 million
units in FY 2025-26, up 26% over last year. The average
penetration of EV two-wheelers stood at 6.6%, growing
from 6.2% last year. In Q4 FY 2025-26, the EV industry
grew by 38%.

Sustained policy support from the Central Government
through initiatives such as PM e-Drive (earlier Faster
Adoption and Manufacturing of Hybrid and Electric
Vehicles in India or FAME II), the Production-Linked
Incentive (PLI) Scheme, and the reduction in Goods and
Services Tax (GST) on lithium-ion batteries has played a
pivotal role in improving the affordability and adoption of
electric vehicles.

Complementing these efforts, several state governments
have introduced dedicated EV policies that provide
additional incentives and infrastructure support,
collectively accelerating the transition towards
electric mobility.

3.3. Three-wheeler ICE + EV (India)

The retail industry posted a strong growth of 17%, from
0.67 million units to 0.78 million units in FY 2025-26. The
wholesale industry grew by 11% during FY 2025-26, with
volumes rising from 0.71 million units to 0.79 million units

The small-passenger segment (ICE + EV)
grew by 7% in FY 2025-26 (from 0.42
million units in FY 2024-25 to 0.45 million
units in FY 2025-26), while its contribution
to the overall three-wheeler industry
decreased from 58% to 56%.

The cargo segment also saw growth, due to demand for
last-mile delivery and e-commerce applications aided
the growth of the cargo segment.

The ICE segment retails in Q3 FY 2025-26 & Q4 FY 2025-26
witnessed a growth of 8.7% & 19.1% over last year, owing to
GST rate cuts w.e.f September 2025.

The adoption of EVs (L5) in the three-wheeler industry
(retail) has significantly increased - from 22% in
FY 2024-25 to 32% in FY 2025-26. The L5 EV segment's
retails increased from 0.14 million units in FY 2024-25 to
0.25 million units in FY 2025-26, posting a growth of 71%.

3.4. International Business

Two-wheelers

The global two-wheeler industry grew by 11.8% in
FY 2025-26, with ~5.2 million units exported from India,
a growth of 23% over last year. Exports to the Africa region
experienced higher growth with strong demand in Africa,
while exports to the Middle East faced a decline.

Three-wheelers

The global three-wheeler industry grew by 52.5% in
FY 2025-26, with 0.16 million units (160.9K) exported from
India, registering a growth of 50% over last year. However,
the growth was higher in H2 at 75%.

4.2.    India Business
(Two-wheelers and Three-wheelers)

The Company outperformed the broader two-wheeler
industry (ICE+EV), which grew by ~9%, with a higher-
than-industry growth of 19.1% across segments.

4.3.    International Business

^ Two-wheelers: In FY 2025-26, the Company
registered a 30% growth in two-wheeler exports
with 1.43 million units, against the 1.09 million units
in the previous year. This was driven by strong
business growth in Africa, LATAM and Asia.

^ Three-wheelers: Three-wheeler exports during
the year reached 0.16 million units, a growth of
50% over FY 2024-25. In the international markets,
some African markets witnessed revival in industry
due to currency stabilisation and lower inflation.

The limited-edition models feature exclusive anniversary
graphics and race-inspired livery, a distinctive
20-Year Anniversary crest, dual-tone alloy wheels
and USB charger, collectively symbolising brand
Apache's design evolution, innovation-led approach
and performance DNA.

The Anniversary Edition stands as a tribute to the
brand's remarkable legacy and continued focus
on innovation, racing excellence, and the future of
performance motorcycling.

It is equipped with a bi-directional quick shifter and
segment first technologies, including aerodynamic
winglets, Sequential TSL, transparent clutch cover,
Cornering Drag Torque Control, and Launch Control,
enhancing stability, performance, and rider confidence.

Advanced rider technologies such as the Gen 2 Race
Computer with multi-language support further elevate
control, safety and rider engagement.

/    T

Segment-first Technologies in Apache RR 310

^ Aerodynamic winglets
^ Sequential TSL
^ Transparent clutch cover
^ Cornering Drag Torque Control
^ Launch Control

TVS Apache RTX 300

The Company expanded its premium motorcycle
portfolio with the launch of the TVS Apache RTX, marking
Apache's entry into the adventure rally tourer segment.

Building on the Apache brand's strong legacy and
a global rider base of over 6.5 million, the Apache
RTX extends TVS Racing and Apache's rally heritage,
engineering excellence and evolving rider aspirations to
combine performance with the spirit of exploration.

The motorcycle is powered by the new
299.1 cc RT XD4 engine, delivering 36 PS
and 28.5 Nm, paired with a 6-speed gearbox
with assist and slipper clutch and a steel
trellis frame for multi-terrain capability.

The Apache RTX also features a mono-volume design
and is equipped with advanced technologies, including
TVS SmartXonnect with Map Mirroring, quick-shifter,
adjustable suspension, TPMS and Class D LED headlamps
with DRLs, enhancing its suitability for long-distance and
adventure touring.

TVS Apache RTR 160 4V & 200 4V (TFT Variants)

The Apache portfolio was strengthened with the
introduction of 5-inch connected TFT & Projector
headlamp variants of the RTR 160 4V and RTR 200 4V.

Powered by oil-cooled 4 valve engines
delivering 17.55 PS (RTR 160 4V) and
20.82 PS (RTR 200 4V), the TFT variants
introduce the SmartXonnect^TM-enabled TFT
cluster with voice assist, enhancing rider
connectivity and engagement.

The motorcycles are equipped with advanced rider
aids, including traction control, assist and slipper clutch,
segment-leading Class D LED projector headlamp, LED
TSLs and refreshed race-inspired graphics, elevating both
performance and visual appeal.

With these upgrades, the Apache RTR 4V TFT variants
reinforce Apache's leadership in delivering technology-
rich, race-inspired performance motorcycles tailored to
evolving rider expectations.

TVS Ronin - Agonda Edition

The TVS Ronin Agonda is a limited edition offering inspired
by the serene character of Agonda Beach, Goa, and
the custom culture ethos that defines the Ronin brand.
Drawing from the Company's first custom Ronin - known
for its clean, mechanical aesthetic, the Agonda translates
this philosophy into a refined white edition that is calm,
confident and contemporary. Blending retro design cues
with modern elements such as USD front forks, signature
DRL and premium alloy wheels, the Ronin Agonda delivers
a minimal yet distinctive visual identity reflective of its
coastal inspiration.

Unveiled at TVS MotoSoul 2025 in Goa, the
motorcycle returns to the origin of Ronin’s
design journey and further strengthens its
positioning as a lifestyle led, design forward
modern retro.

TVS iQube 3.1 kWh Variant and
Portfolio Refresh

The Company expanded its electric scooter portfolio
with the introduction of a new TVS iQube 3.1 kWh variant,
designed to further strengthen everyday electric mobility
for Indian families. Built for practical urban commuting,
the new variant offers an IDC-certified range of 123 km
on a single charge and comes equipped with Smart
Hill-Hold for improved safety on inclines, along with
a refreshed UI/UX interface that enhances the overall
riding experience.

With over 800,000 units sold and a
presence across majority of our touchpoints,
TVS iQube continues to be one of India’s
most trusted family EV 2Ws, delivering
dependable performance, connected features
and ease of use for daily riders.

The TVS iQube portfolio now offers five variants across
multiple battery configurations, making it one of the most
comprehensive offerings in the segment.

The refreshed lineup now includes the 2.2 kWh variant
with 94 km IDC range, the newly introduced 3.1 kWh
variant with 123 km, and 3.5 kWh variants across iQube
and iQube S delivering 145 km of IDC range. At the top of
the portfolio, the iQube ST 5.3 kWh offers an IDC range of
up to 212 km.

The expanded lineup reinforces the Company's
commitment to offering customers the 'Power of Choice'
across range, technology, and riding needs, while
ensuring complete assurance and simplicity of usage.

The all-new TVS Orbiter V1 was launched in India with
an innovative Battery-as-a-Service (BaaS) model. It is
powered by a 1.8 kWh battery pack and joins the existing
Orbiter range, which now comprises two variants - the
V1 with the smaller battery and the V2 with a larger 3.1
kWh unit.

This new V1 variant makes the TVS Orbiter a lot more
accessible and affordable. It offers a claimed IDC range
of 86 km on a full charge. The battery can be charged
from zero to 80% in ~2 hours and 20 minutes.

The TVS Orbiter V2, perfectly blends high performance
with smart technology. Engineered for the modern Indian
rider, it boasts an impressive 158 km IDC range on a
single charge from its robust 3.1 kWh lithium-ion battery,
ensuring range anxiety is a thing of the past. Its powerful
4.4 kW hub motor propels you to a top speed of 68 kmph,
with Eco and Power modes to suit your riding style. The
battery can be charged from zero to 80% in around four
hours and 10 minutes.

Prioritising customer safety and convenience, both the
scooters are equipped with a reliable braking system
featuring a front drum and rear drum brake, along with
advanced features like cruise control, auto hill hold mode,
and a handy reverse mode. It is also IP67-rated for water
and dust resistance, making it perfect for any weather.

The TVS Smart Connect app offers Bluetooth connectivity
for incoming calls and messages, geo-fencing, turn-by¬
turn map navigation, and seamless OTA updates.

With practical features like a massive 34-litre boot
space, a front USB port, and an easy-to-access box, the
TVS Orbiter is not just a scooter; it's an ultimate smart
mobility partner.

The Company's moped portfolio, now spanning 46 years,
stands as one of India's most enduring automotive
legacies, embodied in the evolution of the TVS XL series.
From its early iterations to the latest XL100, the platform
has consistently delivered reliable and accessible
mobility to millions.

Since its inception in 1979, it has played a pivotal role
in enabling affordable personal transportation across
urban, semi-urban and rural India, becoming deeply
embedded in the country's mobility landscape. With
cumulative sales of approximately 17 million units to date,
the Moped continues to evolve with changing customer
needs while remaining a trusted symbol of durability,
utility and everyday mobility. To carry the legacy forward,
a new variant of the XL100 was launched.

Designed for evolving personal and utility needs, the
new variant features alloy wheels, tubeless tyres, LED
headlamp, improved suspension, refreshed styling,
and dual-tone colour options. It continues to offer
trusted features like Silent Start with ISG, ET-Fi for better
mileage, and strong load-carrying capability, further
strengthening XL100's role as a trusted partner in progress
for millions of customers across India.

The launch of TVS Jupiter Stardust Black Edition marks
a significant milestone for the brand, celebrating TVS
Jupiter being recognised as the 'Most Awarded Scooter
of India' 2025. This exclusive edition adds a new layer of
style and sophistication to the TVS Jupiter Portfolio.

Finished in a sleek matte black, this edition features
an industry-first speckled panel, an exclusive brushed
gold logo, and a 'Most Awarded Scooter of India'
commemorative badge, making it a distinctive offering
for customers seeking premium styling.

Positioned as the top-end model in the TVS Jupiter range,
it further strengthens the line-up by blending progressive
styling with advanced technology, comfort, and everyday
convenience, while retaining the core first-in-segment
features, including double helmet under-seat storage,
external front fuel fill, and signature infinity light bar.

This milestone further reflects the brand promise of
'India ka Naya Zyada', as TVS Jupiter continues to deliver
more style, innovation, and value to customers across
the country.

It features progressive styling with dual-tone colour
options — Ivory Brown and Ivory Grey — complemented
by a newly designed seat, signature LED headlamp, and
12-inch front and rear alloy wheels.

Powered by a refined 124.8cc engine with iGO Assist
technology, the scooter delivers superior pick-up
with class-leading torque, without compromising
fuel efficiency. Best-in-class convenience is delivered
through double helmet storage (33L), an external front
fuel fill, and a front open glove box. The Metal Maxx body,
with its extensive metal panels enhances durability
and rider safety. A fully digital SmartXonnect™ console
with connected features further elevates everyday
usability, reinforcing the Jupiter 125 Dual Tone SXC as
a smart, stylish, and practical choice for the modern
urban commuter.

Experiential Brand Platforms:

TVS MotoSoul 2025-26

During FY 2025-26, the Company further strengthened
its engagement with India's motorcycling community
through TVS MotoSoul, the flagship lifestyle and
motorcycling festival. TVS MotoSoul continued to serve
as a vibrant platform that brought together riders,
customers, custom builders, motorsports enthusiasts,
and industry partners to celebrate the culture, creativity,
and camaraderie of motorcycling.

In its 5^th edition this year, the event showcased the
Company's growing focus on community-led brand
building, blending product showcases with immersive
riding experiences, motorsport demonstrations, custom
motorcycle displays, and interactive sessions. Custom-
built motorcycles based on key TVS models—including
the TVS Ronin and Apache series—were presented,
highlighting design innovation, craftsmanship, and
the brand's commitment to personalisation and
expressive motorcycling.

It also provided a platform for deeper engagement
with rider communities such as the TVS Apache Owners
Group (AOG) and TVS Ronin CuLT, reinforcing a sense
of belonging and shared identity among enthusiasts.
Curated rides, riding skill sessions, motorsport showcases
and live performances contributed to a holistic
experience that extended beyond products to
lifestyle and culture.

Brand Experience and Engagement:

Rann Utsav 2026

In February 2026, the Company partnered with Gujarat
Tourism at the renowned Rann of Kutch as part of
the Rann Utsav celebrations, creating a distinctive
experiential platform that blended motorcycling,
adventure, and India's rich cultural heritage.

As part of this collaboration, the Company unveiled
exclusive five bespoke 'Rann Utsav' edition custom
motorcycles that interpret the landscapes and cultures
of the Rann of Kutch by incorporating design elements
inspired by Gujarat's rich regional art and traditions.

Over 100 Riders from TVS Apache Owners Group (AOG)
and TVS Ronin CuLT (Culture, Lifestyle, and Travel)
Community undertook the first-ever West Chapter Ride
to the Rann under the starry desert nights. The initiative
underscored the Company's commitment to integrating
lifestyle motorcycling with cultural tourism, while
supporting Gujarat's vision of promoting sustainable
tourism and contributing to the national development
agenda aligned with Viksit Bharat@2047.

Global economic growth was projected by the IMF at
around 3.2% during Q1 to Q3 of FY 2025-26, moderating
marginally to ~3.1% in Q4 FY 2025-26, with emerging
market economies continuing to drive growth. Advanced
economies are expected to see relatively modest
expansion amid fiscal consolidation, evolving trade
policies and geopolitical developments.

The global operating environment remains influenced
by tariff actions, trade fragmentation and geopolitical
tensions, which have reshaped supply chains,
particularly for semiconductors, critical minerals and
technology-intensive components. Disruptions to key
maritime routes have contributed to higher freight and
insurance costs, carrier surcharges and input-cost
volatility, leading to potential short- to medium-term
supply interruptions and elevated landed costs. In
addition, ongoing geopolitical tensions in the Middle East
present upside risks to global inflation, primarily through
energy prices, with possible spillovers into currency
volatility and near-term demand moderation
in select markets.

Another megatrend to watch out for is the likely impact
of AI on consumption economies as job displacement
and slower wage growth moderate household spending
sentiment. As consumers adopt a more cautious
and austere outlook, discretionary demand may
soften, with a greater emphasis on value, utility and
essential purchases.

Against this backdrop, the Company is closely monitoring
the progress of the war for determining appropriate
strategies to be adopted to ensure business continuity.
The two-wheeler international business is expected to
maintain positive momentum, driven by growth in Africa
and increasing volumes in Asia, ASEAN and Latin America.

While global demand remains subject to external
uncertainties, the Company is positioned to navigate
these challenges through its diversified geographic
footprint, disciplined risk management, strong execution
capabilities and continued focus on building the
international business, supported by India's ongoing
bilateral and multilateral trade engagements.

African mobility demand continues to remain structurally
strong, supported by rising two-wheeler penetration,
rising urbanisation, and increasing dependence on
affordable personal and last-mile mobility solutions.
Africa remains one of the key markets for the Company.

While the ongoing geopolitical conflict may lead to
some near-term volatility in fuel and logistics costs, the
long-term demand outlook for the two-wheeler industry
across Africa remains favourable.

As a major oil exporter, Nigeria, is expected to benefit
from elevated crude oil prices, with stronger export
earnings and forex inflows supporting macroeconomic
stability, fiscal revenues, and GDP growth. The IMF projects
Nigeria's economy to grow by 4.1% in FY 2026-27.

Similarly, resource-rich economies such as Democratic
Republic of the Congo and Guinea are expected to
benefit from favourable commodity price trends,
particularly across metals and mining exports. Higher
commodity realisations are likely to support export
revenues, government finances, infrastructure spending,
and broader macroeconomic conditions, partially
offsetting the impact of global financial tightening and
external uncertainties.

In South Africa, easing power supply disruptions,
moderating inflation and improving business confidence
are expected to support gradual recovery in mobility
demand, making it an important strategic market for
the Company's expansion plans as it steps into the next
fiscal year.

Overall, the international business is expected to
demonstrate resilience and gradual improvement during
FY 2026-27.

India Outlook

In India, demand conditions remain resilient, supported
by favourable fundamentals, GST-led consumption
momentum and a healthy replacement cycle. While risks
remain from higher fuel prices, inflationary pressures,
evolving regulatory norms and tighter liquidity conditions,
stable inflation trends and stable reservoir levels provide
partial offsets, subject to monsoon performance.

India is expected to retain its position as one of the
fastest-growing major economies, with GDP growth
projected in the range of 6.0%-6.5%. At the same time,
the macroeconomic outlook is increasingly influenced by
global geopolitical developments, including conflicts in
West Asia, which could impact trade flows, energy prices,
raw material costs and financial markets.

The possibility of an El Nino event could weigh
on monsoon patterns and may have broader
implications for India's economy through its impact
on agricultural output, rural incomes, and overall
consumption sentiment.

Within this context, the Company believes India's
long-term structural growth drivers continue to underpin
demand across personal and commercial mobility.

The two-wheeler segment is expected to benefit
from replacement demand and steady consumer
sentiment, though near-term growth could moderate
depending on inflation, fuel prices and input-cost
movements. Demand in the three-wheeler segment is
anticipated to be supported by last-mile connectivity
and intra-city mobility needs, even as operators remain
investment-selective.

Overall, the Company expects India two-wheeler
and three-wheeler demand in FY 2026-27 to broadly
track the previous year's performance, subject to
external developments. This outlook is supported by
the Company's diversified product portfolio, strong
brand equity, extensive distribution network, cost
discipline, continued innovation and customer-centric
focus, underpinned by a resilient, multi-sourced supply
chain that provides agility in a dynamic and uncertain
operating environment.

Risk Management Framework

The Company's risk management framework comprises

the following key elements:

^ Risk Identification: Risks are identified through a
continuous and structured process covering both
internal and external factors, including market
dynamics, regulatory changes, operational
processes, financial exposures, cybersecurity
threats, information technology risks and
ESG-related considerations.

^ Risk Assessment and Prioritisation: Identified risks
are evaluated based on their likelihood of occurrence
and potential impact, using both qualitative and
quantitative assessment methodologies. Risk
prioritisation is aligned to the Company's risk
appetite, strategic objectives and severity thresholds,
enabling focused management attention.

^ Risk Mitigation and Control: The Company adopts
a proactive approach to risk mitigation through
clearly defined strategies, including optimisation of
operational processes, deployment of appropriate
technologies, contingency planning and allocation
of adequate resources to manage and control risks.

^ Risk Monitoring and Reporting: Risk exposures
and the effectiveness of mitigation measures

are monitored on an ongoing basis through key
risk indicators and periodic reviews. Significant
risk indicators and mitigation status are reviewed
regularly by the management team and reported
regularly to the Board.

^ Governance and Oversight: Risk management
is an integral part of the Company's governance
structure. The Board of Directors provides overall
oversight, supported by the Risk Management
Committee, which reviews strategic, financial,
market, operational, IT, legal, regulatory and ESG risks,
and monitors the implementation and effectiveness
of mitigation actions.

The risk management framework is robust, well-defined
and periodically reviewed to ensure its continued
relevance and effectiveness in a changing business
environment. The Board has approved a comprehensive
risk mitigation policy and is confident that the Company
has adequate systems and processes in place for
effective risk identification, assessment, monitoring
and management.

The Risk Management Committee oversees various risks
and recommends appropriate actions based on the
threat level.

7.2. Internal Controls and their Adequacy

The Company has implemented a comprehensive
internal control framework to safeguard its assets,
perform efficient operations, detect and prevent fraud,
and ensure the integrity of financial and operational
reporting and compliance with the applicable laws
and regulations.

Key components of the internal control system include:

^ Control Environment: The Company fosters a strong
organisational culture centred around integrity,
ethics, and accountability. This environment supports
adherence to policies and procedures and ensures
that the internal control system is respected and
implemented across the Company.

^ Risk-based Control Activities: The Company aligns
its control activities with identified risks, ensuring that
controls are tailored to address the specific needs
of each function. Respective functions collaborate
closely with internal audit to ensure that key
controls are functioning effectively and critical risks
are addressed.

^ Monitoring and Evaluation: The Company places
strong emphasis on sustained monitoring of its
internal controls. Independent internal audits are
conducted regularly to assess the performance
of the control systems. The Audit Committee of
the Board oversees the adequacy of internal
controls, ensuring they evolve with the changing risk
landscape and business environment.

Through continued focus on internal control adequacy,
the Company aims to achieve sustainable growth and
enhance shareholder value.

7.3. Total Quality Management (TQM)

Total Quality Management (TQM) remains a core way
of working for the Company, underpinned by a strong
culture of Total Employee Involvement (TEI). During the
year, focused efforts were directed towards strengthening
process discipline, enhancing customer experience and
delivering sustained operational excellence.

Across manufacturing, all plants continued to challenge
world-class benchmarks through consistent and
advanced deployment of Total Productive Maintenance
(TPM) practices.

The Dealer TQM cluster approach was further
strengthened to drive breakthrough improvements in
customer satisfaction, market share and profitability.

The programme was supported by leadership-led
change management workshops and a sharper
focus on rigorous Daily Work Management (DWM).
Company-wide emphasis was placed on strengthening
DWM through structured self-audits and layered audits
on SOP adherence, enabling closure of gaps and
sustained discipline.

Digital and AI interventions were increasingly leveraged
to improve demand forecasting and enhance
customer-facing processes, aligned to defined customer,
business and functional performance objectives.

On the supplier side, the Supplier Development
Programme continued to embed the TVS Production
System across priority suppliers, driving improvements
in process maturity, quality and delivery through
sustainable manufacturing and waste reduction.
Advanced practices including Vision AI and predictive
maintenance were scaled across a wider supplier base.

TEI remained strong through Kaizen, QCCs and
cross-functional projects that supported safety, quality
and profitability. Under the TVS Way certification
framework, 750+ employees were trained and 600+
certified as Yellow Belts, strengthening structured
problem-solving, waste elimination, inventory and asset
management, and working capital efficiency.

Communities of Practice (CoPs) across Operations
Research, Reliability and Taguchi methods continued
to accelerate cross-functional problem resolution and
dissemination of best practices.

The Company also ensured consistent and continued
100% participation in the TEIAN initiatives, which has
resulted in impressive cost savings of '49 crore during

the year. Notably, around 40% of employees' families
actively engaged in the Home Kaizen programme,
implementing over 350 home kaizens focused on water
and energy conservation, enhancing home safety, and
eliminating waste. These collective efforts not only reflect
commitment to innovation and sustainability but also
highlight the meaningful impact achieved by extending
initiatives beyond the workplace.

>750_

People trained on TVS Way

600+_

Employees certified as
Yellow Belts

7.4. Research and Development

FY 2025-26 marked a transformative year for the
Company's Research & Development function, with
accelerated progress across advanced powertrains,
digital and connected technologies, rider assist systems,
electric mobility and premium platform engineering.
Strategic investments in global R&D capabilities, coupled
with future-ready technology showcases, reinforced
the Company's position as an innovation-led global
mobility player.

^ Global Engineering & Design Capabilities: The

Company strengthened its global R&D footprint with
the establishment of a Global Centre of Excellence
(CoE) for Design and Engineering in Bologna, Italy,
following the acquisition of Engines Engineering S.p.A.
The CoE significantly enhanced capabilities in rapid

prototyping, digital simulation, modular platform
development and premium motorcycle design,
while enabling deeper engineering synergies with
Norton Motorcycles.

^ Advanced Powertrain & Platform Development:

The year saw the deployment of a new 300cc-
class powertrain and an adventure-touring
platform, engineered for mixed-terrain
performance with optimised chassis geometry
and dynamic ride characteristics. This platform
underpins next-generation premium offerings and
demonstrates strong capability in scalable, modular
architecture development.

^ Digital, Connected & Software-Defined Features:
The Company made major advances in connected
vehicle technologies, including 5-inch TFT
SmartXonnect clusters, voice assist, integrated
navigation, hazard alerts and Android Auto
compatibility. Innovations such as AR-enabled
Heads-Up Display (HUD) helmet integration reflect
the growing convergence of hardware, software and
rider experience.

^ Advanced Rider Assistance & Safety Technologies:

Enhanced safety features, including traction control
systems, full LED lighting and Class-D projector
headlamps were integrated across multiple
platforms, reinforcing the Company's focus on
intelligent, rider-centric safety engineering.

^ Electric Mobility & Aerodynamic Efficiency: Progress
on the electric mobility roadmap, highlighted
by advancements in high-efficiency electric
powertrains, lightweight architecture, aerodynamic
optimisation and packaging innovations that
deliver improved range, performance and
everyday usability.

7.5.    Digital and AI Technologies

Digital & AI (D&AI) remained central to the Company's
growth agenda in FY 2025-26, driving impact across
customer engagement, business growth, operations and
new product development.

AI-enabled digital channels and partner integrations
expanded market reach, supported by voice and
vision-based AI solutions that enhanced sales
effectiveness. Cloud-native, AI-driven applications
strengthened quality, procurement and production
while accelerating paperless transformation across
enterprise functions.

Digitalisation of sustainability initiatives advanced
through automated carbon data capture and
responsible digital practices. The Company also
reinforced cybersecurity and digital defence,
strengthening governance, threat detection, data
protection and multi-cloud resilience to ensure secure
and reliable operations.

Going forward, D&AI will focus on customer experience,
supply chain resilience, enterprise capability
enhancement and cyber-resilient growth.

7.6.    Environment, Occupational Health
and Safety

In FY 2025-26, the Company strengthened its
commitment to environmental stewardship, workplace
safety, and employee well-being through structured
management systems and targeted initiatives across its
global operations.

During the year, the Company released its first Nature
Report aligned with the Taskforce on Nature-related
Financial Disclosures (TNFD), marking an important step in
integrating nature-related risks and opportunities into its
sustainability strategy while reinforcing its commitment
to the UN Sustainable Development Goals (SDGs).

The Company also strengthened its ESG
performance, achieving a CDP Climate
Change score of A- (Leadership) and an ESG
score of 65/100 from S&P Global, ranking
among the top seven in the global
automotive sector.

All plants in India (Hosur, Mysuru and Nalagarh),
along with Norton Motorcycles, are certified
under internationally recognised ISO 14001:2015
(Environmental Management), ISO 45001:2018
(Occupational Health and Safety), and ISO
50001:2018 (Energy Management) standards. Indian
manufacturing operations remain certified under
SA 8000:2014, reflecting commitment to responsible
labour practices and ethical workplace standards.

The Company's efforts in sustainable manufacturing
received external recognition during the year. The
Nalagarh and Hosur facilities were awarded Gold
and Platinum ratings respectively under the GreenCo
Rating by the CII-Godrej Green Business Centre,
recognising excellence in energy efficiency, water
positivity, zero waste to landfill practices and overall
environmental performance.

During the year, the Company further accelerated
its transition to renewable energy (RE). In India, it
achieved approximately 97% RE mix in its electricity
mix, avoiding an estimated 76,708.24 tCO₂e emissions.

TVS Jupiter 125, TVS iQube, TVS
Apache 160 4V, TVS Apache RR 310
and TVS Apache RTR 310 became the
first two-wheelers in India to receive the
GreenPro Type I Ecolabel, reinforcing the
Company’s commitment to sustainable
product development.

During the year, the Company implemented physical
and mental wellness initiatives under its My Health
Index (mhi) programme, including preventive health
screenings, counselling support and hands-on
wellness interventions, resulting in a ~40% shift of
employees from at-risk to optimal health zones
across select cohorts.

Safety performance was managed through the My
Safety Index (MSI) framework across Hosur, Mysuru,
Nalagarh, PT TVS Indonesia and Norton Motorcycles
(UK). Additional initiatives such as the Driver
Management Centre (DMC) at Hosur and Contractor
Management Centres (CMC) across plants enhanced
safety monitoring and compliance.

7.7. Human Resource Development

Aligned to its long-term vision, the Company's people
strategy is focused on building a high performance,
future-ready organisation. The Company firmly
believes that sustainable business success is driven
by its people and continues to invest in developing
capabilities that support long term growth, resilience and
global competitiveness.

The Company's values and leadership competencies
form the cornerstone of its organisational culture.

These have been systematically embedded across the
organisation through a structured five phase approach
- Initiation, Socialisation, Familiarisation, Adoption and
Institutionalisation, resulting in 100% coverage on values
and fostering a strong, purpose-driven culture aligned
with the Company's strategic priorities.

As the Company continues to expand its global footprint,
it has strengthened its talent base in line with evolving
business needs. The talent management framework
focuses on building a steady pipeline of leadership ready
talent, while performance management processes
continue to reinforce a high-performance culture across
the organisation. Critical hiring remains a focus area
to support future business requirements and strategic
growth initiatives.

Recognising the critical role of leadership in enabling
global expansion, the Company has implemented
structured leadership development programmes to
identify, nurture and prepare future leaders. These
programmes are designed to ensure leadership
continuity and organisational readiness as the Company
scales its operations across international markets.

The leadership development framework is structured
across three levels—junior, middle and strategic
leadership—to build a strong and sustainable leadership
pipeline. Identified high potential employees are
supported through a blend of learning and development
interventions, including certified global management
programmes delivered in partnership with leading
academic institutions.

These initiatives have strengthened the internal
leadership bench and serve as a key feeder for
leadership roles across the Company and its
Group entities.

Diversity, Equity & Inclusion

The Company remains committed to fostering a
diverse, equitable and inclusive workplace. It has been
recognised among the Top 15 'Best Companies for
Women in India' and is the only automotive company to
receive this recognition for the sixth consecutive year.

It has also been certified as a 'Most Preferred Workplace'
by EY and received the 'Women in STEM Excellence Award'
from Confederation of Indian Industry [CIl].

The Company ensures equal opportunities for women
and Differently Abled Persons (DAP) across both
white collar and blue-collar roles. DAPs constitute
3% of the workforce (500+ employees) across all plant
locations. Women represent 21% of the blue-collar
workforce and 15.5% of the white-collar workforce,
reflecting steady progress towards a more
inclusive organisation.

‘Most Preferred Workplace’

Certified by EY

‘Women in

STEM Excellence Award’

Received from CII

Top 15 ‘Best Companies for
Women in India’

Only automotive company to
receive this recognition for
the sixth consecutive year

TVS Institute of Quality & Leadership [TVS IQL]

The TVS Institute of Quality & Leadership [TVS IQL]
plays a pivotal role in strengthening the Company's
organisational capabilities and enabling long-term
sustainability through its holistic talent philosophy,

'The TVS Way'. Evolving from a Learning Centre to a
Corporate University in 2018, IQL continues to invest in
building future-ready capabilities through structured
competency frameworks and strategic partnerships
with leading universities. Leadership and management
development are delivered in collaboration with globally
reputed institutions, while Communities of Practice foster
knowledge-sharing in key domains.

IQL has achieved Global GCCU certification up to the
Performance level and has received multiple awards
recognising excellence in learning and development.

9. 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

^ that in the preparation of annual accounts for the
FY ended 31^st March 2026, the applicable Accounting
Standards had been followed along with proper
explanation relating to material departures, if any;

^ that the Directors had selected such accounting
policies and applied them consistently and made
judgements and estimates that were reasonable
and prudent to give a true and fair view of the
situation of the Company at the end of the FY and of
the profit of the Company for the year under review;

^ 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;

^ that the Directors had prepared the annual accounts
for the FY ended 31^st March 2026 on a "going concern
basis";

^ 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
^ 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.

11. Financial Performance of Subsidiaries &
Associates

11.1.    Acquisitions

During the year under review, the Company has
acquired / incorporated the following:

^ 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, 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.

^ Additional investment in TVS Credit Services
Limited (TVS Credit), a subsidiary of the
Company to a sum of 1171.51 crore on 3^rd
November 2025. Pursuant to the above
additional investment, the Company's
shareholding in TVS Credit has increased from
80.69% to 80.76% (on a fully diluted basis);

^ Additional investment in DriveX Mobility Private
Limited (DriveX), a subsidiary of the Company
to a sum of 188.09 crore in various tranches.
Pursuant to the above additional investment,
the Company's shareholding in DriveX has
increased to 92.21%.

11.2.    Disinvestments

^ Altizon Inc., USA, ceased as an associate of
TVS Digital Pte Ltd. (TVS Digital), 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.

^ The Company has disinvested its stake held
in Roppen Transportation Services Private
Limited (Rapido) during the year and realised
a sum of 1288 crore as against the investment
of 1114 crore.

11.3.    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 the Company
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
the Company in accordance with the provisions
of the Scheme.

As on 31^st March 2026, the following are the
subsidiaries/associates of the Company:

11.4.    Subsidiaries

^ TVS Credit Services Limited (TVS CS), Bengaluru
^ TVS Motor Services Limited, Chennai
^ TVS Electric Mobility Limited, Chennai
^ PT TVS Motor Company Indonesia, Jakarta

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

^ TVS Motor Company (Europe) B.V., Amsterdam
^ TVS Motor Company DMCC, Dubai
^ DriveX Mobility Private Limited, Coimbatore

11.5.    Subsidiaries of TVS CS

^ Harita ARC Private Limited, Chennai
^ Harita Two-wheeler Mall Private
Limited, Chennai

^ TVS Housing Finance Private Limited, Chennai

11.6.    Subsidiaries of TVSM Singapore

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

^ The Norton Motorcycle Co Limited, UK (Norton)

^ TVS Digital Pte Ltd, Singapore

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

^ TVS Motor GmbH, Germany (Formerly known as
Celerity Motor GmbH)

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

11.7.    Subsidiaries of TVS EBike

^ EGO Movement Deutschland GmbH, Germany

^ Swiss E-mobility Group (osterreich)

Gmbh, Austria

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

11.8.    Subsidiaries of Norton

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

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

11.9.    Associates

^ Ultraviolette Automotive Private
Limited, Bengaluru

11.10.    Associates of TVSM Singapore

^ Killwatt GmbH, Germany

11.11.    Associates of TVS Digital Pte Ltd

^ Predictronics Corp., USA

11.12.    Subsidiaries' and Associates
Performance

TVS Credit Services Limited (TVS CS)

TVSCS is the retail finance arm of the Company 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. TVSCS primarily caters to self¬
employed, new to credit borrowers in the semi-urban
and rural areas in India. TVSCS has an extensive
presence in 22 states across India with serving more
than 2 crore customers.

During FY 2025-26, TVSCS's overall disbursements
registered at 133,018 crore as compared to 126,301
crore in the previous year registering growth of
26%. The book size of TVSCS registered a growth
of 15% to reach 130,639 crore as of March 2026
from 126,647 crore as of March 2025. Total income
during the FY 2025-26 grew by 9% at 17,196 crore from
16,609 crore during FY 2024-25. The PBT grew by 21%
at 11,238 crore as against 11,025 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
their 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 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.

The Company 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 the Company, 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 multi¬
brand 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 174 crore, as compared to 161 crore in the previous
FY 2024-25.

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

TVS EBike Company AG, Switzerland (TVS
EBike) (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 Ltd, 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) EBCO Ltd, 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. EBCO 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 Company, for funding TVS Credit
Services Limited (TVS CS). TVS MS continues to be a
wholly owned subsidiary of the Company.

TVS Electric Mobility Ltd, Chennai (TVSEM)

The Company was incorporated to undertake Electric
Mobility business.

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

TVS Motor (Singapore) Pte Limited, a wholly owned
subsidiary of the Company. During the year, the
Company 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

The Company 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 the Company'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 146.74 crore (including software IP sale
of 1 43.15 crore) against the revenue of 18.93 crores for
FY 2024-25. The Company made a profit before tax
of 12.39 crores during FY 2025-26 as against a net loss
of 169.25 crores in FY 2024-25.

Ultraviolette Automotive Private Limited (UV)

Revenue of UV was 1126.50 crore in FY 2025-26 as
against 136.15 crores in the previous FY 2024-25 and
incurred a loss tax of 1154.08 crore in FY 2025-26 as
against1116.28 crore in last year. UV is a startup company
engaged in developing electric mobility solutions.

Predictronics Corp, (Predictronics) USA

Predictronics, an associate of TVS Digital Pte Limited, is
a start-up company engaged in predictive analytics
solution for critical assets, vertical software for
industrial robots and consulting services.

Revenue of Predictronics was 13.92 crore in FY 2025-26
as against 12.8 crore in the previous FY 2024-25
and incurred a loss of 10.49 crore in FY 2025-26 as
against 12.04 crore in last year.

The increase in Debt Equity ratio (Standalone)
was due to issue of Bonus listed non-convertible
redeemable preference shares (NCRPS) by way of
utilising the surplus reserves and included under
Debt. Return on Net worth reflecting improvement in
operational performance.

13.    DEBENTURES

Non-Convertible Debentures (NCDs)

The Company had earlier issued and allotted 12,500
Rated, Unsecured, Redeemable, Floating Rate, NCDs
having a face value of 11,00,000/- each aggregating
to 1125 crore (Rupees one hundred and twenty-five
crore only) at a coupon rate i.e. sum of Benchmark
Rate (Repo Rate as declared by RBI) and spread of 140
basis points on 14^th March 2023 and the same were
redeemed on 13^th March 2026.

No NCDs were issued during FY 2025-26.

14.    EMPLOYEE STOCK OPTION PLAN

TVS Motor Company Employee Stock Option Plan
(“ESOP Plan") for grant of options to eligible employees
up to a maximum of 0.25% of the paid-up equity
share capital of the Company as on 31^st December
2023, aggregating to 11,87,717 equity shares of 11 each
through secondary acquisition of equity shares of the
Company, through the TVSM Employees Stock Option
Trust [ESOP Trust] was approved by the shareholders
by way of a Special Resolution on 10^th May 2024.

There would be no equity dilution for the shareholders
of the Company as the ESOP Plan is by way of
acquisition of Equity Shares from the secondary
market and shall be administered through ESOP Trust.

Killwatt GmbH

Killwatt GmbH engaged in development, design,
manufacture, sale and distribution of high-tech
products and components in the field of personal
e-mobility, inter alia two-wheeler and three¬
wheeler vehicles.

Revenue of Killwatt was 124.3 crore in FY 2025-26 as
against 128.17 crore in the previous FY 2024-25 and
earned a profit of 10.11 crore in FY 2025-26 as against
loss of 16.12 crore in last year

During the year, the eligible option holders have duly
satisfied the vesting conditions laid out under the
ESOP Plan and, pursuant to their respective Exercise
Letters, have conveyed their intent to exercise their
vested Options under the Plan and for this purpose
they have also paid the requisite Exercise price to the
Trust's bank account. The ESOP Trust has transferred
the relevant number of equity shares of the Company
held by the Trust to the respective Option Holders to an
extent of 3,51,000 employee stock options (“Options")

Nomination and Remuneration Committee of the
Company (“NRC") at its meeting held on 28^th April
2025 and 9^th May 2026 has further granted 1,27,027
and 22,998 employee stock options respectively
(“Options") in accordance with the Plan to the
identified employees of the Company (“Eligible
Employees") which would entitle such Eligible
Employee to acquire equity shares of the Company
(“Shares") at a predetermined price provided that the
vesting conditions are thereby fulfilled.

The details of the ESOP, including terms of reference,
and the requirement specified under Regulation
14 of the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (SBEB Regulations)
are available on the Company's website in the link
as provided in page no. 227 of this Annual Report.
There has been no material change to the Plan which
was approved by the shareholders and the Plan is in
compliance with the SBEB Regulations.

The certificate from the Secretarial Auditor in
accordance with Regulation 13 of the SBEB Regulations,
has been uploaded on the Company's website at the
link provided in page no. 227 of this Annual Report.
Furthermore, the Company has adhered to the
applicable accounting standards in this regard.

SCHEME OF ARRANGEMENT BETWEEN
THE COMPANY AND ITS SHAREHOLDERS
UNDER SECTIONS 230 TO 232 AND
OTHER APPLICABLE PROVISIONS OF THE
COMPANIES ACT, 2013 FOR ISSUE OF BONUS
REDEEMABLE PREFERENCE SHARES
The Company had proposed a Scheme of
Arrangement under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013 for
distribution of surplus reserves to its shareholders by
way of issuance of 6% Cumulative Non-Convertible
Redeemable Preference Shares (NCRPS) as bonus.
The Company has convened the meetings of the
equity shareholders and the unsecured creditors
on 12^th April 2025 as per the directions of the Hon'ble
National Company Law Tribunal, Chennai Bench
(NCLT) and obtained the approval for the Scheme
of Arrangement.

NCLT vide its order dated 31^st July 2025, sanctioned
the Scheme and the same became effective on
12^th August 2025. Pursuant to the Scheme, the
Company fixed 25^th August 2025 as the Record Date
for determining eligible shareholders for allotment
of NCRPS.

Accordingly, the Scheme Implementation Committee
of the Company on 1^st September 2025, approved
the allotment of 190,03,48,456 fully paid-up 6%
Cumulative Non-Convertible Redeemable Preference
Shares of face value ?10 each, in the ratio of 4 NCRPS
for every 1 equity share of 11 each fully paid-up held
by the equity shareholders of the Company as on the
Record Date.

The National Stock Exchange of India Limited (NSE)
and BSE Limited (BSE) granted listing and trading
approvals for the said NCRPS on 6^th March 2026, and
the NCRPS commenced trading on both the Stock
Exchanges with effect from 10^th March 2026.

The NCRPS are redeemable after 12 months from the
date of allotment, along with a coupon rate of 6%
per annum, payable at the time of redemption, in
accordance with the terms of the Scheme.

15. CONSOLIDATED FINANCIAL STATEMENTS

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

The financial statements of the subsidiary companies
will be made available to the Shareholders, on
receipt of a request from any Shareholder. The

financial statements of the subsidiaries have also
been placed on the website of the Company. This will
also be available for inspection by the Shareholders
at the Registered Office during business hours as
mentioned in the Notice of AGM.

The consolidated Profit Before Tax of the Company
and its subsidiaries & associates amounted to
?4,822 crore for the FY 2025-26 as compared
to ?3,505 crore in the previous year.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors'appointment/re-appointment/
cessation

In terms of the provisions of sub-section (6) read with
explanation to Section 152 of the Act, 2013, two-third
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 Sudarshan Venu, Chairman and Managing
Director, who has been the longest in office, is liable to
retire by rotation at the ensuing AGM.

Mr Sudarshan Venu, Chairman and Managing Director,
being eligible, offers himself for re-appointment and
the same has been recommended by the Board.

Elevation of Mr Sudarshan Venu as
Chairman of the Company

The Board of Directors at its meeting held on
5^th June 2025, approved the elevation of Mr Sudarshan
Venu as the Chairman of the Company effective
25^th August 2025 in recognition of his exemplary
contributions to the Company's sustained growth
and strategic development during his tenure as
a Director.

Consequently, Mr Sudarshan Venu assumed charge
as the Chairman and Managing Director of the
Company with effect from 25^th August 2025.

Award won by Mr Sudarshan Venu,
Chairman and Managing Director

Mr Sudarshan Venu, Chairman and Managing
Director was recognized as Person of the Year 2025 by
Autocar India. This remarkable recognition reflects a
period of consistent performance, sharper execution,
and long-term thinking at TVS Motor Company, as the
Company continues to strengthen its global presence
while staying anchored in engineering excellence
and its core values.

This honour also underscores Mr. Sudarshan Venu's
leadership as one of the youngest industry leaders
driving TVS Motor Company's transformation. His
focus on future ready technologies, global expansion,
an ever-increasing market share, and an ambitious
push into global markets, new heights with record
sales, strategic investments in electric mobility, and

steadfast commitment to TVS values has been
central to the consistent performance and long term
vision that this award recognises.

Independent Directors (IDs)

All IDs hold office for a fixed term of five years and are
not liable to retire by rotation.

The terms of appointment of 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.

I n 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 are disclosed
on the Company's website in the link as provided in
page no 227 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/lifetime, as the case may be.

Appointments

The Board at its meeting held on 15^th December
2025 and 13^th May 2026 respectively, based on
the recommendation of the Nomination and
Remuneration Committee, had appointed
Ms Kalpana Unadkat (DIN:02490816) and
Mr Ravindran Shanmugam, (DIN 11700880), as
Non-Executive Independent Directors (NE-ID) on the
Board, for a period of five consecutive years effective
15^th December 2025 and 13^th May 2026 respectively.

The shareholders have approved the appointment of
Ms Kalpana Unadkat on 22^nd January 2026 by way of
a special resolution through Postal Ballot.

Further, the Company has sought approval of
the shareholders' by way of a special resolution
through Postal Ballot for the appointment of
Mr Ravindran Shanmugam.

In the opinion of the Board, Ms Kalpana Unadkat
and Mr Ravindran Shanmugam as well as the other
Independent Directors possess requisite expertise,
integrity, experience and proficiency.

The Company has also received declarations from
all the Independent Directors of the Company
confirming that

a)    They meet the criteria of independence prescribed
under the Act and the Listing Regulations; and

b)    They have registered their names in the
Independent Directors' Databank.

The Nomination and Remuneration policy for
appointment of the Independent Director and
the terms of appointment are available on the
website of the Company and in the link provided in
page no 227 of this Annual Report.

Cessation / Retirement

Dr. Deepali Pant Joshi, Independent Director had
tendered her resignation as the Independent Director
of the Company, with effect from the close of business
hours on 6^th November 2025 to pursue other interests
and consequently also ceased to be the Member of
the Audit Committee, Nomination and Remuneration
Committee and Chairperson of Stakeholders'
Relationship Committee of the Company effective
the said date.

Prof. Sir Ralf Dieter Speth, Chairman and Non¬
Executive Non-Independent Director, did not offer
himself for re-appointment, at the 33^rd AGM held on
22^nd August 2025 and thereby ceased as a Director of
the Company effective that date.

Separate meeting of Independent
Directors (IDs)

During the year under review, a separate meeting of
IDs was held on 3^rd March 2026.

Based on the set of questionnaires, complete
feedback on Non-Independent Directors and details
of various activities undertaken by the Company were
provided to IDs to facilitate their review/evaluation.

a) Non-Independent Directors (Non-IDs)

IDs used various criteria prescribed by the
Nomination and Remuneration Committee
(NRC) for (i) evaluation of Executive Directors
viz., M/s. Sudarshan Venu, Venu Srinivasan and
K N Radhakrishnan (ii) evaluation of Chairman of
the Board and (iii) the Board as a whole, for the
FY 2025-26.

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

I Ds reviewed the Major events and milestones
achieved by the Company during the FY 2025-26
and products launched, major acquisitions &
strategic partnerships and awards & accolades
received 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,
developing and executing business plans aware
of the risks involved, establishing an effective
organizational structure, demonstrating high
ethical standards and integrity and commitment
to the organisation besides participation at
the Board/Committee meetings, effective
deployment of knowledge and expertise and
constructive comments/guidance provided to
management by the Non-IDs.

The Independent Directors appreciated
Mr Sudarshan Venu, Chairman and Managing
Director on strengthening Company's global
presence while remaining rooted in engineering
excellence and core values. His focus on future-
ready technologies, global expansion, growing
market share, strategic investments and
commitment to the Company's values has been
key to its consistent performance and long¬
term vision.

The IDs also appreciated and recorded that
Mr Venu Srinivasan, in his capacity as Chairman
Emeritus, continues to play an important role in
guiding the Company. His rich experience and
insights have been valuable in strengthening the
Company's strategic direction and governance.

Mr K N Radhakrishnan, Director & CEO's extensive
industry knowledge and collaborative approach
foster strong teamwork across the organisation.

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

b) Mr Sudarshan Venu, as Executive Director
and Chairman

I Ds reviewed the performance of the Chairman
of the Board.

Based on the performance evaluation carried out
during the year, the IDs noted that Mr Sudarshan
Venu, Chairman of the Board, continues to
provide strong and visionary leadership to the
Company. He has been instrumental in guiding
the Company to become the third largest
motorcycle manufacturer in the world through
his strategic direction and dynamic leadership.

They acknowledged his strategic decision¬
making ability, strong global exposure and
deep passion for the automotive industry, which
have significantly contributed to the Company's
sustained growth and global positioning. His
focus on technological advancement, effective
risk management and innovation has been key

in driving the Company's transformation and
competitiveness in the industry.

Mr Sudarshan Venu actively promotes a
collaborative and inclusive Board environment,
encouraging meaningful discussions and
diverse perspectives that support effective
decision-making.

They also noted his commitment to promoting
constructive debate, maintaining strong
governance standards and striving for
excellence, thereby contributing significantly to
the overall effectiveness of the Board and the
long-term growth of the Company.

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, to
improve governance and enhance the personal
effectiveness of Directors.

The Company has a Board with a wide range
of expertise in all aspects of business and
outstanding diversity of the Board with the
presence of varied personalities with an expert
in each domain viz., Engineering, Finance,
Marketing, Legal, Information Technology,
Administration and International trades and is
well balanced with the addition of directors, with
India and international experience and also from
new industries.

The Independent Directors expressed their
satisfaction with the quality of information,
governance practices, and presentations.
They also appreciated the transparency
experienced at the Board and the management
was highly responsive to inputs provided by
the independent directors. Additionally, they
recorded their satisfaction with the Chairman’s
encouragement for participation by all board
members, which led to insightful discussions.

The Independent Directors affirmed that the
Board exemplifies world-class governance
transparency, and continuous improvement.

Strong leadership of the Executive Directors
were acknowledged. The Board experience
was described as both developmental and
contributory, offering valuable exposure to
emerging leadership.

External validation from the credit rating agency
was also noted, along with the ambitions for
higher ratings.

IDs were appreciated for raising strategic
concerns, while management was commended
for its prompt and transparent engagement.

The IDs were satisfied with the Company's
performance in all fronts and finally concluded
that the Board operates with best practices.
Board composition of the Company is in
accordance with the SEBI Listing Regulations
and the Board benchmarks well in terms of its
overall composition and the value it adds to
the business.

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

All IDs have expressed their overall satisfaction
with the support received from the
management and the excellent work done by
the management during the year under review
and appreciated the quality and accessibility
of information, enabling effective participation
resulting in smooth and seamless relationship
between the top management & the Board. The
IDs also recognized for openness, preparedness,
responsiveness, and rapid implementation
of suggestions.

The Independent Directors deliberated on
strengthening the integration of a global risk
perspective into its discussions, with a focus
on preparedness for evolving geopolitical and
geoeconomic challenges through agile and
resilient strategies.

The Independent Directors further emphasised
the importance of strengthening supply chain
resilience, including evaluating appropriate
inventory buffers to mitigate potential
disruptions. In addition, they recommended
accelerating AI adoption and aligning HR culture
to support global scalability, while continuing
to place strong emphasis on sustainability
initiatives alongside the Company's global
growth ambitions.

The Company follows the statutory requirements
under both the Companies Act and the Listing
Regulations and all the information provided to
the Directors are very wholesome.

The information provided for the meetings
were clear, concise and comprehensive to
facilitate detailed discussions and periodic
external presentations on specific areas well
supplemented the management inputs. The
emerging e-technology was duly incorporated
in the overall review of the Board.

Key Managerial Personnel (KMP)

Mr Sudarshan Venu, Chairman and Managing
Director, Mr Venu Srinivasan, Chairman Emeritus
and Managing Director, Mr K N Radhakrishnan,
Director & Chief Executive Officer, Mr K Gopala
Desikan, Chief Financial Officer and Mr K S
Srinivasan, Company Secretary are KMPs of the
Company in terms of Section 2(51) read with
Section 203 of the Act, 2013.

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.

Nomination and Remuneration Policy were
initially approved by the Board at its meeting
held on 23^rd September 2014 and was amended
by the Board at its meeting held on 20^th March
2024 to maintain consistency with statutory
amendments to make it up to date and
more comprehensive.

The objective of such policy shall be 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 / 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 (IDs)

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 IDs every year.

I Ds devote considerable time in deliberating the
operational and other issues of the Company
and provide valuable advice in regard to the
management of the Company from time to
time, and the Company also derives substantial
benefit through their expertise and advice.

Evaluation of the Independent
Directors and Committees of Directors

In terms of Section 134 of the Act, 2013 and
the Corporate Governance requirements as
prescribed under the Listing Regulations, the
Board reviewed and evaluated Independent
Directors and various Committees viz., Audit
Committee, Risk Management Committee,
Nomination and Remuneration Committee,
Corporate Social Responsibility Committee and
Stakeholders' Relationship Committee, based on
the evaluation criteria laid down by the NRC.

The Board has carried out the evaluation of
all Directors (excluding the Director being
evaluated) and its committees through a set
of questionnaires.

Independent Directors

The performance of the Independent Directors
(IDs) was evaluated by the Board, excluding
the Director being evaluated, against various
parameters including their contribution to the
Company's business strategy, performance
oversight, understanding of key risks, ability to
provide clear direction to management, and
contribution to Board cohesion.

The Board noted that the IDs actively participated
in deliberations and provided valuable insights
on the Company's strategic initiatives, including
new ventures, EV developments and international
business. They were regularly apprised of the
Company's robust cyber security framework,
mitigation measures against cyber threats,
risk management initiatives, and international
business risks arising from forex shortages and
currency depreciation.

The Board also acknowledged that the IDs
received timely information, comprehensive
presentations and full disclosures, enabling
meaningful discussions and effective oversight.
Overall, the Board observed that the Independent
Directors have a strong understanding of the
opportunities and risks associated with the
Company's strategy and continue to support
the direction articulated by the management
team towards sustained growth and consistent
improvement, while upholding high standards of
corporate governance and Board effectiveness.

Based on 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

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

^ Audit Committee for overseeing
financial reporting;

^ Risk Management Committee for overseeing
the risk management framework;

^ Nomination and Remuneration Committee
for selecting and compensating Directors/
Employees;

^ Stakeholders' Relationship Committee for
redressing investors' grievances; and

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

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

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

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

Board and its Committees 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 FY under review.

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

Number of Board meetings held

During the FY 2025-26, the Board met eight (8)
times and details of the meetings are provided as
part of Corporate Governance Report prepared
in terms of the Listing Regulations.

17. AUDITORS

Statutory Auditors

M/s Sundaram & Srinivasan, Chartered Accountants,
Chennai, having Firm Registration No. 004207S
allotted by The Institute of Chartered Accountants
of India, were appointed as statutory auditors of the
Company for the first term of five consecutive years
from the beginning from AGM 2023 till the conclusion
of 36^th AGM.

The Auditors have confirmed that they are not
disqualified from continuing as Auditors of
the Company.

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.

The Auditors' Report for the FY 2025-26 does not
contain any qualification, reservation or adverse
remark and the same is attached with the annual
financial statements.

Secretarial Auditors

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

M/s Sriram Krishnamurthy & Co. (Formerly known as
S Krishnamurthy & Co.) Company Secretaries, Chennai
having Firm registration Number P1994TN045300
allotted by the Institute of Company Secretaries of
India were appointed as Secretarial Auditors at the
33^rd AGM held in 2025 for a term of five consecutive
years from FY 2025-26 till FY 2029-30.

The Secretarial Audit Report for the FY 2025-26,
given by M/s Sriram Krishnamurthy & Co. Company
Secretaries, Chennai is attached to this Report. The
Auditor has confirmed that he is not disqualified from
continuing as the Secretarial Auditors of the Company.

The Company has obtained the necessary certificate
under Section 141 of the Act, 2013 confirming their
eligibility for continuing as secretarial auditors of the
Company for the year 2026-27.

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

Cost Auditor

As per Section 148 of the Act, 2013 read with the
Companies (Cost Records and Audit) Rules 2014,
as amended, the cost audit records maintained by
the Company in respect of its engine components
manufactured by the Company in accordance with
the respective head covered under Customs Tariff

Act heading in Table B to Rule 3 of the above rules, are
required to be audited by a Cost Auditor.

M/s C S Adawadkar & Co, Practising Cost Accountant,
having Registration No. 100401 allotted by The Institute
of Cost Accountants of India, was appointed as
Cost Auditor of the Company for the FY 2025-26
for conducting the cost audit at a remuneration
of ? 8 Lakh in addition to reimbursement of applicable
taxes, out-of-pocket expenses, travelling and other
expenses payable.

The Company has filed the Cost Audit Report of
2024-25 on 11^th August 2025 in XBRL format with the
statutory authorities.

Further, the Board of Directors at their meeting held
on 13^th May 2026, re-appointed them as Cost Auditor
of the Company at a remuneration of ? 8 lakh payable
to them for the FY 2026-27, subject to ratification by
the Shareholders of the Company.

The Company has received consent from
M/s. C S Adawadkar & Co., Practicing Cost Accountants,
to serve as Cost auditor of the Company for the
FY 2026-27.

The Company has also received necessary certificate
under Section 141 of the Act, 2013 from them conveying
their eligibility to act as a Cost Auditor.

18.    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 VII to this Report.

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

19.    BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

In terms of Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“Listing Regulations") read with relevant SEBI Circulars,
new reporting requirements on ESG parameters
were prescribed under “Business Responsibility
and Sustainability Report" ('BRSR'). The BRSR seeks
disclosure on the performance of the Company
against nine principles of the “National Guidelines on
Responsible Business Conduct' ('NGRBCs').

Accordingly, for the FY ended 31^st March 2026,
Company has published BRSR, in the prescribed
format is given as Annexure VI to this Report and
is available on the Company's website in the link as
provided in page no. 227 of this Annual Report.

20. 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 Company is committed to fostering a transparent
and ethical work environment where concerns
regarding unethical behaviour, fraud, or violations of
law can be raised without fear of retaliation. As part
of this commitment, the Company has established a
Vigil Mechanism and a Whistleblower Policy.

The key features of the Vigil Mechanism and
Whistleblower Policy are as follows:

1.    Purpose and Objective: The Vigil Mechanism
is designed to allow employees and other
stakeholders' to report any concerns or
instances of unethical behaviour, illegal acts, or
misconduct within the organization. This includes
violations of the Company's Code of Conduct,
financial fraud, unethical practices, and any
behaviour that could harm the Company's
interests or reputation.

2. Confidentiality and Protection: The Company
ensures that all whistleblowers are protected
from any form of retaliation, discrimination, or
harassment. Reports can be made confidentially,
ensuring that the identity of the whistleblower is
kept confidential unless disclosure is required
by law.

3.    Reporting Process: The Company provides a
designated channel through which employees
and stakeholders' can report concerns. The
process is structured to ensure that all issues
are addressed in a timely, impartial and
thorough manner.

4.    Non-Retaliation Policy: The Company has a
strict non-retaliation policy in place, ensuring that
any whistleblower who reports concerns in good
faith will not face any adverse consequences, and

their identity will remain protected throughout
the process.

The Company encourages all stakeholders' to actively
participate in this mechanism, contributing to a
culture of integrity, transparency, and accountability

The Policy is disclosed on the Company's website in the
link as provided in page no 227 of this Annual Report.

21.    PUBLIC DEPOSITS

The Company has not accepted any deposit from
the public within the meaning of Section 76 of the Act,
2013, for the year ended 31^st March 2026.

22.    STATUTORY STATEMENTS

Information on Conservation of Energy, Technology
Absorption, Foreign Exchange, etc:

Relevant information is given in Annexure I to this
Report, in terms of the requirements of Section
134(3)(m) of the Act, 2013 read with the Companies
(Accounts) Rules, 2014.

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 FY of the Company to which the financial
statements relate and the date of this report.

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

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

Annual Return

Copy of the Annual Return (Annexure II) in prescribed
form is available on the Company's website in the
link as provided in page no 227 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.

Employees' 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 III. 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 V to this
Annual Report.

Details of Related Party Transactions

There are no material related party transactions under
Section 188 of the Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014.

Details of Loans/Guarantees/Investments
Made:

The Company has not given any loans and
guarantees under Sections 185 & 186 of the Act, 2013
read with the Companies (Meetings of Board and its
Powers) Rules, 2014, for the FY 2025-26 to any other
body corporates. On loans granted to the employees,
the Company has charged interest as per its policy,
in compliance with Section 186 of the Act, 2013.

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;

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

d.    i nstance 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

I t has complied 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 Workplace (Prevention,
Prohibition and Redressal) Act, 2013

As per the requirement of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH), as amended, Company
has a robust mechanism in place to redress
complaints reported under it. Company has complied
with provisions relating to the constitution of Internal
Committee under POSH. The Internal Committee
(IC) comprises of internal members and an external
member who has an extensive experience in the
field. The details of the Complaints filed/ disposed/
pending during the FY 2025-26 is as under:

a.    Number of complaints filed during the FY: 2

b.    Number of complaints disposed of during the
FY: 2

c.    Number of complaints pending more than 90
days: - Nil

During FY 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 conducted
for the employees to enhance their awareness
and knowledge.

23. ACKNOWLEDGEMENT

The Directors gratefully acknowledge the continued
support and co-operation received from the holding
Company viz., TVS Holdings Limited, Chennai. The
Directors also thank all partners, the bankers, investing
institutions, customers, dealers, vendors and sub¬
contractors for their valuable support and assistance.

The Directors wish to place on record their
appreciation of the very good work done by all the
employees of the Company during the year under
review.

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

For and on behalf of the Board of Directors

SUDARSHAN VENU

Chairman and Managing Director
Singapore    DIN: 03601690

13^th May 2026