TVS Electronics Ltd Directors Report

Vigil Mechanism/Whistle Blower policy

Prevention of Insider Trading

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

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

• Fair Practices Code:

• Procedure of inquiry in case of leak or suspected leak of UPSI:

Scheme of Amalgamation:

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

Further, the Honble National Company Law Tribunal ("NCLT"), Chennai Bench, vide order dated February 18, 2025, directed the Company to convene meetings of its equity shareholders and unsecured creditors through Video Conferencing / Other Audio-Visual Means on April 04, 2025.

Subsequently, the Honble NCLT, Chennai Bench, vide its order dated November 27, 2025, sanctioned the Scheme of Amalgamation. Pursuant to the said order, TVSI amalgamated with the Company and dissolved without the winding up process.

In accordance with the Scheme, the Board of Directors, at its meeting held on December 11, 2025, in consultation with TVSI, fixed December 15, 2025 as the Record Date for determining the shareholders of TVSI eligible to receive equity shares of TVSE pursuant to the Scheme. Thereafter, the Board of Directors at its meeting held on December 23, 2025, approved the cancellation of 1,11,60,093 fully paid-up equity shares of Rs10 each of TVSE held by TVSI and the allotment of an equivalent number of 1,11,60,093 fully paid-up equity shares of ^10 each of the Company to the eligible equity shareholders of TVSI, in proportion to their shareholding in TVSI as on the Record Date as detailed below:

As a consequence, Mr. Gopal Srinivasan, promoter of the Company, directly holds 59.71% of the paidup equity share capital of the Company. The amalgamation has resulted in simplification of the shareholding structure and reflects the promoters direct commitment to, and engagement with, the Company. Further, the elimination of TVSI as an intermediate holding company in the shareholding structure has enhanced the Companys flexibility to undertake investments in other entities, by removing restrictions relating to the permissible number of layers of subsidiaries under the Companies Act, 2013.

The details of such allotments were intimated to the Stock Exchanges on December 23, 2025.

Further, pursuant to the Scheme, Mr. S. Ravi Krishnan, acting as Trustee, sold 1 equity share of TVSE representing the aggregate fractional share entitlements in the open market and remitted the net sale proceeds of Rs 362.55 to TVSE on March 16, 2026. Thereafter, TVSE distributed these proceeds to the shareholders of TVSIPL in proportion to their respective fractional entitlements on March 18, 2026. The Company further received the final Listing and Trading approval from National Stock Exchange of India Limited and BSE Limited on February 25, 2026 for the aforesaid allotment.

Holding Company and Promoters

Pursuant to the aforesaid Scheme, TVS Investments Private Limited ("TVSI"), was amalgamated with the TVS Electronics Limited ("TVSE"/ "the Company") and dissolved without undergoing the process of winding up, and consequently ceased to be a promoter of the Company. As on date of this report, there is no holding Company for TVSE and Mr. Gopal Srinivasan is the Promoter of the Company and directly holds 59.71% of the shareholding in the Company.

Alteration of AOA

Pursuant to the aforesaid Scheme, as mentioned above, TVSI ceased to be a Promoter of the Company upon the Scheme becoming effective, and Mr. Gopal Srinivasan continues to be the sole Promoter of the Company.

Further, under the erstwhile Articles of Association ("AOA") of the Company, M/s. Sundaram Investment Limited (now known as TVS Investments Private Limited) was identified as a Promoter of the Company. In order to align the AOA with the post-amalgamation promoter structure, the Company obtained the approval of its shareholders through a Postal Ballot on April 23, 2026, for amendment of the relevant provisions of the AOA to reflect Mr. Gopal Srinivasan as the Promoter of the Company. The amended AOA has been duly adopted and uploaded on the website of the Company.

Continuation of grant of Special Rights

Under the Articles of Association ("AOA") of the Company, the Promoter of the Company has been conferred with, inter alia, the following special rights only so long as the Promoter holds not less than twenty-six percent (26%) of the paid-up equity share capital of the Company.

1. The right to nominate up to two Directors on the Board of the Company and to remove such nominee Directors;

2. The right to have a nominee Director considered for appointment as the Managing Director of the Company, and to remove such nominee Director from the position of Managing Director; and

3. The right to nominate any one of the Directors for appointment as the Chairman, and to remove such nominated Chairman.

The aforesaid special rights were earlier granted to M/s. Sundaram Investment Limited (now known as TVS Investments Private Limited) under the Articles of Association (AOA) of the Company.

Pursuant to the Scheme, TVS Investments Private Limited ("TVSI"), upon whom the aforesaid rights were conferred as the Promoter of the Company, was amalgamated with the Company and consequently ceased to exist without undergoing the process of winding up. Accordingly, in terms of Regulation 31B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company obtained the approval of its shareholders through a Postal Ballot on April 23, 2026, for the continuation of the aforesaid special rights and their conferment upon Mr. Gopal Srinivasan, Promoter of the Company and for amending the AOA of the Company to grant the above-mentioned special rights to him.

Disclosure of Agreements

During the year under review, no agreements were entered into by the shareholders, promoter, promoter group entities, related parties, directors, key managerial personnel, employees of the Company or its holding, subsidiary company among themselves or with the Company or with a third party, solely or jointly, which either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

The Company had acceded to the Non-Competition Agreement (NCA) executed amongst various members of the TVS family in the year 2022 by executing Deed of Adherence. The NCA recorded the understanding in respect of conduct of different kinds of business by the members of the TVS family.

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

Change In The Nature Of Business

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

Shifting of Registered Office

The Board of Directors at its meeting held on May 22, 2026, approved the proposal to shift the registered office of the company from 2nd Floor, Harita Towers, 119, St Marys Rd, Abhiramapuram, Chennai 600018 to 4th Floor of the same premises with effect June 01,2026 and the same was duly intimated to the stock exchanges.

Subsidiary, Joint Venture and Associates Companies

The Company does not have any Subsidiary, Joint Venture or Associate. There was no Company which has become or ceased to be companys subsidiary, Joint Venture or associate during the Financial Year 2025-26. AOC-1 is not applicable to the Company for 2025-26 and hence does not form part of this report.

Consolidated Accounts

The Company does not have any Subsidiary Company/Joint Venture/Associate Company as on March 31,2026 and hence the requirement to Consolidate Accounts is not applicable.

Annual Return

Number of Board and Committee Meetings

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

Share Capital

The paid up share capital of the Company as on March 31, 2026 is Rs 18,65,03,180/-consisting of 1,86,50,318 Equity Shares of Rs 10/- each.

Particulars of Loans, Guarantees or Investments

The Company has not granted any fresh loans or guarantees or provided any security in connection with any loan to any other body corporate or person covered under the provisions of Section 186 of Companies Act 2013. The details of investments made by the Company during the financial year 2025-26 are given in the financial statements.

Related Party Transactions

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

None of the transactions are in the nature of having any potential conflict with the interests of the Company at large. There were no material related party transactions during the year. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC- 2 is not applicable to the Company for the financial year 2025-26 and hence does not form part of this report.

During the year under review, the Company paid a sitting fee of Rs 5.00 lakhs to Mr. Gopal Srinivasan, Promoter holding more than 10% of the shareholding in the Company (i.e. 59.71 %). Please refer Note 35 of Financial statement for the year ended March 31,2026.

Directors and Key Managerial Personnel Independent Directors

All independent Directors hold office for a fixed period of five years and are not liable to retire by rotation.

Appointment

Based on the recommendation of the Nomination and Remuneration Committee, Mr. Kamal Pant was appointed as a Non-Executive Independent Director for a term of five consecutive years with effect from July 01, 2025. The proposal for his appointment was placed before the members at the 30th Annual General Meeting held on August 13, 2025, and was duly approved by the shareholders.

Cessation

Risk Management Policy

The Company recognises risk management as a critical enabler of long-term sustainability and organisational resilience. As an integral part of its strategic planning framework, the Company follows a structured approach to identifying, evaluating, and mitigating risks that may impact its operations or strategic objectives. The Risk Management Committee continuously monitors risk exposure and drives mitigation initiatives. The details are covered under the Management Discussion and Analysis Report.

Statutory Auditors

M/s Guru & Jana, Chartered Accountants, (FRN: 006826S) were appointed as the Statutory Auditors of the Company at the 27th Annual General Meeting of the

Company held on June 29, 2022 for the first term of 5 years to hold office up to the conclusion of the forthcoming 32nd Annual General Meeting.

During the year, the Statutory Auditors informed the Company that M/s. Guru & Jana had converted itself from a partnership firm into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 and, with effect from July 18, 2025, would be known as M/s. Guru & Jana LLP. They further confirmed that they would continue to discharge their responsibilities as Statutory Auditors of the Company for the remaining period of their tenure. The same was intimated to the Stock Exchanges on August 13, 2025. In terms of the notification issued by Ministry of Corporate Affairs dated May 07, 2018, the requirement of obtaining shareholders ratification every year has been done away with and requires only the Board approval. Accordingly, based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on May 22, 2026 approved their appointment for the 5th year (2026- 27) in their term of 5 years to hold office till the conclusion of 32nd Annual General Meeting. There is no qualification, reservation, adverse remark, or disclaimer by the Statutory Auditors in their Report.

Internal Auditors

M/s. Suri & Co. Chartered Accountants (FRN. 004283S) were appointed as the Internal Auditors for the financial year 2025-26. The Board of Directors at their meeting held on May 22, 2026, based on the recommendation of the Audit Committee, re-appointed M/s. Suri & Co as Internal Auditors of the Company for the financial year 2026-27.

Cost Auditors

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

Mr. P Raju Iyer, Cost Accountant, Chennai was appointed as the Cost Auditor of the Company, to carry out the cost audit for the financial year 2025-26. The Board of Directors at their meeting held on May 22,2026, based on the recommendation of the Audit Committee, re-appointed Mr. P Raju Iyer, Cost Accountant, Chennai as the Cost Auditor of the Company, to carry out the cost audit for the financial year 2026-27, subject to the ratification by shareholders for the remuneration to be paid in the ensuing Annual General Meeting. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

Secretarial Auditors

M/s. V Suresh Associates, Practicing Company Secretaries, Chennai, Secretarial Auditors of the Company carried out

Secretarial Audit for the financial year 2025-26 and the same is annexed as Annexure A. There is no qualification, reservation, adverse remark or disclaimer reported by the Secretarial Auditors in their report for the financial year 2025-26.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on May 17,2025, recommended the appointment of M/s. V Suresh Associates, Practicing Company Secretaries, Chennai (Firm Registration No. P2016TN053700), as the Secretarial Auditors of the Company for a term of five consecutive years commencing from the financial year 2025-26 till the financial year 2029- 30. The said appointment was approved by the shareholders at the Annual General Meeting held on August 13, 2025.

Employee Stock Option Plan

There is no active ESOP Scheme as on date of this report. Credit Rating

The Company has obtained credit rating from Brickworks Ratings India (P) Ltd., vide their letter dated March 18, 2026. The Credit rating agency has reaffirmed the rating of "BWR A".

Transfer to Investor Education and Protection Fund (I EPF)

Unclaimed Dividend:

During the year, the Company has transferred an amount of Rs 6,99,155 in respect of unclaimed dividend pertaining to the Financial Year 2017-18 to IEPF.

Transfer of Equity Shares to IEPF Authority:

In terms of the provisions of Section 124 (6) of the Companies Act, 2013 read along with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of IEPF.

The Company will transfer dividend amount pertaining to the Financial Year 2018-19 which remains unclaimed as on

September 11,2026 as per the provisions of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 to Investor Education and Protection Fund (IEPF). Further, the Company will dispatch the notice through registered post to the shareholders who have not claimed dividend(s) for seven consecutive years to apply for the unclaimed dividends within three months from the date of the notice. The said notice will also be published in the newspapers (Financial Express- English and Makkal Kural - Tamil) and subsequently will be filed with the stock exchanges.

Initiative Taken by IEPF Authority

The IEPF Authority launched a 100-day campaign, Saksham Niveshak in July 2025 to enhance investor awareness and expedite resolution of pending matters relating to unclaimed dividends, shares transferred to IEPF and updating KYC & nomination details. In support of this initiative, the Company undertook various investor outreach measures, including publication of newspaper advertisements and dissemination of social media communications, encouraging shareholders to update their KYC and nomination details and claim their unclaimed dividend(s), if any.

Particulars of Employees and related disclosures

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

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors and employees with the Companys performance is given as Annexure B to this report.

E-Waste Management

The Company is well ahead in terms of e-waste management compliance in accordance with the CPCB Directions.

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

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

Corporate Social Responsibility

Corporate Social Responsibility ("CSR") has been an integral part of the Companys values and business philosophy for several decades. The Company has continued to support initiatives aimed at the development of society, particularly in the areas of education, health and hygiene, culture and heritage, and other community welfare programmes.

The provisions of Section 135 of the Companies Act, 2013 became applicable to the Company with effect from April 01,2017. Accordingly, the Board of Directors, at its meeting held on May 12, 2017, constituted the Corporate Social Responsibility Committee, the details of which are provided in the Corporate Governance Report.

During the financial year 2025-26, the provisions relating to CSR spending under Section 135 of the Companies Act, 2013 were not applicable to the Company and, accordingly, no expenditure was incurred towards CSR activities during the year. However, consistent with its long- standing commitment to social responsibility and community development, the Company, pursuant to the approval of the shareholders obtained through postal ballot on April 23, 2026, made voluntary contributions of ^ 16.88 Lakhs to Shree Siddaganga Math and ^2.86 Lakhs to Shraddha Maanu Foundation, towards promoting education and supporting community welfare initiatives. Since no CSR expenditure was incurred during the financial year 2025-26 and the aforesaid voluntary contributions were made after the close of the financial year, the disclosures prescribed under the applicable provisions of the Companies Act, 2013 and the rules made thereunder do not form part of this Report.

Corporate Governance

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

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

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 for the year ended March 31,2026.

Material changes and commitments

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

Policy For Determination of materiality of an event

Company has framed a policy for determination of materiality of an event and the same is available on the Company Website at:

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.

Reporting of Fraud

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

Secretarial Standards

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

Other laws

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

During the year under review

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

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

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

Other POSH Awareness session details

Compliance with the Maternity Benefit Act, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed there under.

All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

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

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

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

No such event has occurred during the year under review.

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

The Company has not raised funds through preferential allotment or qualified institutions placement during the financial year 2025-2026

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultants, advisors of the Company and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the financial year 2025-26:

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

i. that in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable Indian accounting standards have been followed and that there were no material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2026 and of the profit of the Company for the year under review;

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

iv. that the directors had prepared the annual accounts for the year ended March 31, 2026 on a "going concern" basis;

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

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

ACKNOWLEDGEMENT

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

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers.

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