Your directors are pleased to present the 42^nd Annual Report and the audited Financial Statement together with the consolidated Financial
Statement of your Company for the financial year ended 31^st March 2025.

Financial Results and State of Affairs

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Operational Performance

During the financial year ended 31^st March 2025, your Company reported a steady growth in revenue despite facing headwinds and market
volatility. The Company's revenue from operations increased to Rs. 3022.90 crores during the year under report in comparison to Rs.
2754.03 crores in the previous year, an increase of 9.8% over the previous year. Despite the increase in revenue, the Company witnessed
a significant decline in profitability. The Profit Before Tax decreased to ?48.61 crores in FY 2024-25 from ?138.95 crores in FY 2023-24,
marking a 65.01% decline year-on-year. The Profit After Tax declined to ?36.96 crores, from ?103.56 crores in the previous year.

The EBITDA (profit before finance cost and depreciation) reduced to ?228.09 crores in FY 2024-25, from ?288.86 crores in the prior year,
reflecting pressure on margins due to input cost inflation and subdued pricing conditions in some market segments. Depreciation expenses
rose to ?118.91 crores compared to ?98.43 crores in FY 2023-24, primarily due to capitalization of new assets. Finance costs increased to
?49.17 crores from ?42.53 crores, mainly on account of increased average working capital utilisation during the year. Deferred tax expense
rose to ?7.45 crores, compared to ?1.66 crores in the previous year. Earnings Per Share (EPS) declined sharply to ?48.28 in FY 2024-25
from ?135.25 in the previous year a 64.30% reduction. Despite the dip in net profits, the Company continued to maintain a robust net worth
position, carrying forward a surplus of ?911.26 crores to the balance sheet.

Capital Expenditure and Expansion Project

During the year under review, capital expenditure amounted to ?155.11 Crores. Your Company has a robust working capital management
process that facilitates continuous monitoring and control over receivables, payables, and other parameters.

Cash and cash equivalent as of 31^st March 2025 was ?10.84 Crores.

Dividend

Pursuant to Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, as amended, your Company has
formulated a Dividend Distribution Policy. The Policy can be accessed at the investors' section of Company's website at:
https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/DIVIDEND-DISTRIBUTION-POLICY.pdf

Considering the performance of your Company, the Board of Directors are pleased to recommend a final dividend of ?16.89/- (168.90%)
per Equity Share of a face value of ?10/- per Equity Share.

The dividend will result in a total payout of ?12.93 crores.

Consolidated Performance

On a consolidated basis, your Company registered a turnover of ?3,253.83 crores, an increase of 11.20%. The company's consolidated net
profit stood at ?20.52 crores as against the previous year's net profit of ?107.76 crores, a decrease of 80.96%.

Highlights of performance of subsidiary companies

TVS Srichakra Investments Limited (TSIL), wholly owned subsidiary Company, recorded a profit of ?2.22 crores (previous year net profit of
?0.84 crores).

TVS Sensing Solutions Private Limited (TSSPL), a wholly owned subsidiary of TSIL, recorded a net operational turnover of ?156.23 crores
during the year under review, showing an increase of 15.44% compared to the previous year. TSSPL recorded a Profit after tax of ?11.64
crores showing an increase of 14.23% compared to the previous year.

Fiber Optic Sensing Solutions Private Limited (FOSSPL), a subsidiary of TSSPL, recorded a net operational turnover of ?7.19 crores
showing an increase of 212.61% compared to the previous year. FOSSPL made a loss after tax of ?0.89 Crores compared to a loss of ?1.94
Crores in the previous year.

Super Grip Corporation, the US based wholly owned subsidiary of your Company, recorded a net operational turnover of ?71.80 crores and
recorded loss after tax of ?29.10 crores during the year.

Subsidiary / Associate companies

The audited financial statements of the following subsidiary companies have been consolidated with the Company as on 31^st March 2025.

a) TVS Srichakra Investments Limited (TSIL) - wholly owned subsidiary of TSL

b) Super Grip Corporation, USA - wholly owned subsidiary of TSL (Special Purpose Audited Financial Statements (SPFS))

c) TVS Sensing Solutions Private Limited (TSSPL) - wholly owned subsidiary of TSIL.

d) Fiber Optic Sensing Solutions Private Limited (FOSSPL) - subsidiary of TSSPL

The consolidated financial statements of your Company for the year ended 31^st March 2025 are prepared in compliance with the applicable
provisions of the Companies Act, 2013 (“Act”), Indian Accounting Standards and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”). The audited consolidated financial statements
along with all relevant documents and the Auditor's Report thereon form part of Annual Report and may be accessed on the Company's
website https://tvseurogrip.com/.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statement of the subsidiaries in the prescribed
Form AOC-1 is attached as Annexure 1.

The Financial Statements of the subsidiary companies are available for inspection by the shareholders at the Registered Office of the
Company pursuant to the provisions of Section 136 of the Act. The Company shall provide free of cost, copies of the financial statements
of the Company and its subsidiary companies to the shareholders upon request. The financial statements of the subsidiary companies are
also available on the website of the Company at https://tvseurogrip.com/.

Awards and Recognition

During the financial year, your company has continued to excel and achieve significant milestones, garnering many awards and
recognitions across various categories. These distinguished awards recognize companies that have demonstrated excellence across
various domains, including marketing, branding, innovation and business growth. Please refer to the Management and Discussion Analysis
Report for more details on the achievements during the year.

Transfer to Reserves

Your Company does not propose to transfer any amount to general reserve for the financial year 2024-25.

Deposits

Your Company has neither accepted nor renewed any deposits during the financial year 2024-25 in terms of Chapter V of the Act read with
the Companies (Acceptance of Deposits) Rules, 2014.

Related Party Transactions

The details on the Policy on Related Party Transactions have been uploaded on the website of the Company at
https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/Related-Partv-Transactions-Policv-mar25.pdf.

During the financial year ended 31^st March 2025, all transactions with the Related Parties as defined under the Companies Act, 2013 read
with Rules framed thereunder were in the ‘ordinary course of business' and ‘at arm's length' basis. All Related Party Transactions entered
during the year, were contracted with prior approval of the Audit Committee and the Board of Directors, as required under the SEBI (LODR)
Regulations. Monitoring of related party transactions was carried out on a quarterly basis by the Audit Committee and the Board. During the
year, there was no materially significant Related Party Transaction having potential conflict with the interest of the Company. There are no
transactions with related parties to be reported as per Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies

(Accounts) Rules, 2014. Please refer to Annexure 2 in Form AOC - 2 which forms part of this Report. Further, your Company does not have
a ‘Material Subsidiary' as defined under SEBI (LODR) Regulations.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial
statements provided in the Annual Report.

During the year under review:

Your Company extended a loan of USD 13,50,000 (equivalent to ?.11.40 crores) to its wholly owned subsidiary, M/s. Super Grip
Corporation, USA. The total outstanding loan on M/s. Super Grip Corporation as on 31^st March 2025 stood at USD 42,37,425/- (equivalent
to ? 36.21 crores).

Your Company has invested a total of ?2.06 crores by subscribing to 10,25,000 equity shares of ?10 each in Evincea Renewables (Three)
Private Limited and 10,25,000 equity shares of ?10 each in Evincea Renewables (Six) Private Limited, respectively, to increase renewable
energy usage under the Group Captive Arrangement for Uttarakhand Plant - I.

Investment in TVS Automobile Solutions Private Limited

Your Company had earlier invested in TVS Automobile Solutions Private Limited (“TVS Automobile”) by acquiring 9,11,741 equity shares,
representing 7.58% of its paid-up share capital.

Pursuant to the approval of a Composite Scheme of Arrangement (Demerger and Amalgamation) by the Hon'ble National Company Law
Tribunal (NCLT), Chennai, involving TVS Automobile Solutions Private Limited (Transferee Company), TASL Automobile Solutions Private
Limited (Resulting Company), and ki Mobility Solutions Private Limited (Transferor Company), along with their respective shareholders, the
following changes occurred:

• Your Company received 9,11,741 equity shares of ?10/- each in the Resulting Company, TASL Automobile Solutions Private Limited,
representing 7.58% of its paid-up share capital.

• Your Company continues to hold 9,11,741 equity shares of ?10/- each with TVS Automobile Solutions Private Limited, which now
represents 5.08% of its paid-up share capital on a fully diluted basis.

Risk Management

The Board has constituted a Risk Management Committee pursuant to Regulation 21 of SEBI (LODR) Regulations.

This committee has been set up to effectively address the evolving and dynamic risks prevalent in the current business environment. The
Risk Management Committee has formulated a risk management policy covering a framework for internal and external risks faced by your
Company. This policy provides a structured approach to address the aforementioned risks and ensures that appropriate measures are in
place to mitigate their impact. By establishing the Risk Management Committee and implementing a well-defined risk management policy,
your Company demonstrates its commitment towards proactive risk management and ensures the resilience of its operations in the face of
evolving threats. These measures help to safeguard the Company's interests and enhances its ability to navigate the complex and dynamic
business landscape effectively. Members may refer to the Management Discussion and Analysis Report for more details.

In the opinion of the board, no element of risk is identified which threatens the existence of the Company.

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

No material changes and commitments have occurred between the end of the financial year and the date of this Report which affect the
financial position of the Company in respect of the reporting year.

Change in nature of business

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

Share Capital

There is no change in the Share Capital of your Company and the paid-up Equity Share Capital is ?7,65,70,500/- comprising of 76,57,050
Equity Shares of ?10/- each fully paid up.

Issue of Equity Shares with differential rights

The Company has not issued Equity Shares with differential rights.

Issue of Sweat Equity shares and Employee stock options

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

Human Resources Management

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

Particulars of Employees and Related Disclosures

In terms of the first proviso to Section 136 of the Act, these reports and accounts are being sent to the shareholders excluding the
information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any
members interested in obtaining the same may write to the Company Secretary. The said information is available for inspection by the
members at the Registered Office of the Company on any working day of the Company upto the date of the 42^nd Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 3 and forms part of this Report.

Prevention of sexual harassment at workplace

TVS Srichakra is known for providing a safe and secure environment to its women employees across its functions and other women
stakeholders. In terms of provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules framed thereunder, your Company has adopted a policy and has also constituted an Internal Complaints Committee (ICC) to consider
and resolve sexual harassment complaints reported by women.

The ICC has worked on creating awareness through campaigns across manufacturing units, warehouses and office premises to encourage
its employees to be more responsible towards providing a safe and secure environment to its women employees and other women
stakeholders while discharging their duties.

During the year, there was no complaint of sexual harassment received by the ICC.

Corporate Governance

Our corporate governance practices are reflective of the culture of the organization grown over the years to deliver optimum member value
legally and ethically. Your Company adheres to Corporate Governance requirements as set out by the Securities and Exchange Board of
India (SEBI), in letter and spirit.

Our Corporate Governance report for fiscal 2025 forms part of this Report.

Board diversity

Your Company embraces the importance of a diverse board in its success. The details on board diversity are available in the Corporate
Governance Report that forms part of this Report.

Meetings of the Board of Directors

An annual calendar of the Board and committees' meetings for the fiscal 2025 was circulated in advance to the directors. The Board of
Directors met 5 (Five) times during the year ended 31^st March 2025. The details of the board meetings and the attendance of the directors
are provided in the Corporate Governance Report, which forms part of this Report.

Remuneration Policy

The details of the Board and committees composition, tenure of directors, areas of expertise and other details are available in the Corporate
Governance Report that forms part of this Report.

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted a policy on the Director's
appointment and remuneration, including remuneration for Senior Management, covering Key Managerial Personnel and other employees,
in line with the provisions of Act and SEBI (LODR) Regulations which are available on Company's website at:
https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/Remuneration-Policy-22ndian2025.pdf

The Board hereby affirms that the remuneration paid to Executive/Independent Directors is in line with the above policy and Non-Executive
Directors are compensated by way of profit-sharing commission and sitting fees for attending the Board/committees meetings.

Declaration by Independent Directors

The Independent Directors have declared that they meet the criteria specified under Section 149(6) of the Companies Act, 2013, Regulation
25(8) of SEBI (LODR) Regulations, 2015, and the relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of
Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of your company possess the requisite qualifications,
experience and expertise, and they uphold the highest standards of integrity.

Board Evaluation

In accordance with the provisions of the Act and SEBI (LODR) Regulations, an internal evaluation of the Board, its committees and
individual directors was conducted. The evaluation process included parameters such as directors' attendance at Board and committee
meetings, participation in the Annual General Meeting, effective engagement and domain knowledge. The performance evaluation of the
Chairman and Non-Independent Directors was also conducted by the Independent Directors. Details of the evaluation parameters and
process are outlined in the Corporate Governance Report.

Familiarization Programme for Independent Directors

The Company regularly conducts familiarization programs for Independent Directors, including periodic presentations on business strategy
and updates on company performance. Additionally, programs are organized to familiarize Independent Directors with the company, their
responsibilities, the nature of the industry, the Company's business model and related matters. Details of the familiarization program are
provided in the Corporate Governance Report.

Directors and Key Managerial Personnel

Director Liable to Retire by Rotation

Mr. P Srinivasavaradhan (DIN :08701214), Non-Executive Director, is liable to retire by rotation at the forthcoming AGM and seeks
reappointment. Based on performance evaluation, the Board has recommended his reappointment. Further details are available in the
notice convening the 42^nd Annual General Meeting.

Appointment / Cessation of Directors

The changes in the composition of the Board of Director for 2024-25 have already been reported in the annual report 2023-24. The changes
during the year are updated hereunder.

Mr. Rasesh R. Doshi (DIN: 00538059) ceased to be an Independent Director effective from 23^rd May 2024 after completion of his second
term. The appointments of Mr. Ashok Srinivasan and Mr. Piyush J. Munot were regularized with the approval of the members of the
Company on 3^rd April 2024, via Postal Ballot.

Additionally, the Board of Directors at its meeting held on 27^th May 2025, reappointed Ms. Shobhana Ramachandhran as Managing Director
of the Company for a term of five (5) years, effective from 25^th August 2025. Approval for this reappointment is being sought from the
members of the Company through Postal Ballot (e-voting facility).

Key Managerial Personnel

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

Committees of the Board

The Company has constituted certain committees of directors as per the mandatory requirements of the Act and SEBI (LODR) Regulations.
The details of such committees are provided in the Corporate Governance Report, which forms a part of the Annual Report.

During the year, all recommendations made by committees were approved by the board.

Vigil Mechanism / Whistle Blower Policy

Over the years, your Company has established a reputation for doing business with integrity and displays zero tolerance towards any form
of unethical behaviour. “Whistle Blower Policy” (WBP) is the vigilance mechanism instituted by the Company to report concerns about
unethical behaviour in compliance with the requirements of the Act and SEBI (LODR) Regulations and provides adequate safeguard against
victimization of persons who use such mechanism.

The whistle - blower policy is and can be accessed on our website at:

https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/Whistle-Blower-Policv-Nov24.pdf.

No instances were reported under this mechanism. The details about the policy are reported in the Corporate Governance Report.
Managerial Remuneration

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

Significant and Material Orders

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's
operation in future.

Disclosure under Insolvency and Bankruptcy Code

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

Disclosure under one-time settlement

There was no instance of one-time settlement with any Bank or Financial Institution.

During the year under review, Statutory Auditors, Internal Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of
fraud committed against the Company by its officers or employees.

Annual Return

The Annual Return as required under the provisions of Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies
(Management and Administration) Rules, 2014 is available and can be accessed on your Company's website at: https://tvseurogrip.com/.

Secretarial Standards

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

Listing on Stock Exchanges

The Company's shares are listed on BSE Limited and the National Stock Exchange of India Limited. Your Company has paid listing fees
for the financial year 2024-25 to the stock exchanges.

Investor Education and Protection Fund (IEPF)

During the year, your company transferred unclaimed and un-encashed dividend amounting to ? 89,11,894.00/- for the FY 2016-17. Further
15,458 shares for the FY 2016-17, on which dividends had remained unclaimed for seven consecutive years, were transferred in
accordance with the requirements of the IEPF Rules. The details of such shares are uploaded on IEPF website and are also available on
Company's website at: https://tvseurogrip.com/investor-relations/unclaimed-dividend-shares/.

Directors’ Responsibility Statement

In terms of Section 134(5) of the Act, your directors, to the best of their knowledge and belief, state that:

a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating
to material departures, if any.

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the
Company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and
were operating effectively, and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.

Auditors’ Reports

• The Statutory Auditors' Report for fiscal 2025 does not contain any qualification, reservation or adverse remark. The Report is enclosed
with the financial statements contained in this Annual Report.

• The Secretarial Auditors' Report for fiscal 2025 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors'
Report is enclosed as Annexure 4 to the Board's report.

• The Statutory Auditors' Certificate confirming compliance with conditions of corporate governance as stipulated under SEBI (LODR)
Regulations, for fiscal 2025 is attached to the Corporate Governance Report.

Auditors

Statutory Auditors

M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, (Firm Registration No. 003990S / S200018) were reappointed as Statutory
Auditors of the Company at 39^th AGM held on 21⁵¹ September, 2022, to hold office for second term of five (5) consecutive years from the
conclusion of 39^th AGM till the conclusion of 44^th AGM of the Company at a remuneration as may be agreed between the Board of Directors
and the Statutory Auditors.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 conveying their eligibility for being the
Statutory Auditors of the Company and have confirmed that they satisfy the independence and other criteria required under the Companies
Act, 2013. Statutory Auditors have also confirmed that they are not disqualified from continuing as auditors of your Company.

In terms of Section 148 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, cost records are made and maintained by the
Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Dr. I. Ashok, Practicing Cost Accountant, is appointed as Cost Auditor of the Company for the financial year 2025-26 by the Board, based
on the recommendation of Audit Committee, as required under Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014. A resolution seeking shareholders' ratification for the remuneration payable to the Cost Auditor forms part
of the Notice of 42^nd AGM and the same is recommended for your approval.

A certificate from Dr. I. Ashok, Cost Accountant, has been received to the effect that his appointment as Cost Auditor of the Company will
be within the limits specified under Section 141 of the Act and the rules thereunder.

Secretarial Auditor

The Board of directors at its meeting held on 27^th May 2025 recommended the appointment of M/s. SPNP & Associates, Practicing
Company Secretaries, Chennai, as the Secretarial Auditor of the Company for a term of five consecutive years effective from 1^st April 2025.
The recommendation is in accordance with Regulation 24A of the SEBI (LODR) Regulations, 2015, read with the applicable provisions of
the Companies Act, 2013. The Company has sought approval of the shareholders for the said appointment at the ensuing 42^nd Annual
General Meeting.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) initiatives of the Company are aimed at inclusive development of the community at large, through a
range of social interventions, enhancing skills and building social infrastructure to improve the livelihood of the beneficiaries.

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

The composition of the CSR committee and other details like attendance at the meetings and terms of reference are provided in Annexure
5 to the Board Report. The Company's CSR policy is available on Company's website, at:
https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/CSR-POLICY.pdf.Your Company undertakes
CSR initiatives in compliance with Schedule VII of the Act. The highlights of the initiatives undertaken by the Company forms part of this
Report.

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

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

Business Responsibility and Sustainability Report

In terms of Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, Business Responsibility and Sustainability Report of the Company for
the financial year ended 31^st March 2025 is given in separate section of the Annual Report which forms part of the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis of financial conditions and results of operations of the company is provided in the Management
Discussion and Analysis Report which forms part of the Annual Report.

Acknowledgement

We extend our heartfelt gratitude to our clients, vendors, investors, and bankers for their support throughout the year. We sincerely
appreciate the contributions made by our employees at all levels, whose dedicated hard work, perseverance and commitment have been
integral to our success.

We also thank the governments of the states where the Company operates. Our appreciation extends to the Government of India and its
ministries, Ministry of Corporate Affairs, the Central Board of Direct Taxes, the Central Board of Indirect Taxes and Customs, GST
Authorities, the Reserve Bank of India, the Securities and Exchange Board of India, stock exchanges, depositories and other government
agencies for their ongoing support. We look forward to their continued support in the future.

For and on behalf of the Board

Sd/- Sd/-

R Naresh Shobhana Ramachandhran

Executive Vice Chairman Managing Director

DIN: 00273609 DIN: 00273837

Place: Madurai
Date: 25^th June 2025