TVS Electronics Ltd Directors Report

to the Shareholders

Your Directors have pleasure in presenting the 30th Annual

Report of your Company for the financial year ended March

31, 2025.

Financial Results

The financial performance of the Company for the year ended March 31, 2025 is summarised below. The financial statements for the year have been prepared in accordance with the mandatory accounting standards (Ind AS).

Standalone

( in lakhs)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	43,050	36,604
Profit/ (Loss) Before Tax (PBT) and exceptional items	(635)	(68)
Exceptional items / Extra- ordinary Items	-	-
Profit / (Loss) Before Tax	(635)	(68)
After Tax Profit / (Loss) (PAT)	(379)	27
Add: Brought forward	5,991	6,310
from previous year
Add/(Less): Other	(22)	27
Comprehensive Income for the year (net of Income Tax)
Less: Dividend on equity shares (incl. taxes)	(187)	(373)
Retained earnings	5,403	5,991

Transfer To Reserves

The Company has not transferred any amount to Reserves.

Companys performance

The Company delivered a total revenue of 430 Crore in 2024 25 representing a 17% growth over the previous year. This growth reflects continued momentum across both the Products and Solutions and Customer Support Services (CSS) segments.

Revenue from the Products and Solutions segment increased by 15% to 307 Crore, up from 267 Crore in the previous year. This growth was driven by strong order inflows from government and BFSI clients, along with increased traction in the retail segment through our positioning as a Single Point Solution Provider (SPSP). The continued focus on ‘Made in India offerings played a key role in strengthening customer engagement and reinforcing our competitive edge. The Customer Support Services (CSS) segment delivered a robust performance, with revenue rising to 123 Crore from

98 Crore an increase of 26% over the previous year. Growth was fueled by deeper engagement with key accounts and successful onboarding of high-value customers. The results reflect the Companys evolving service model and its strategic push towards scalable, high-impact support solutions.

While the Company experienced margin compression at the EBIT level, this was primarily due to planned increases in depreciation and manpower costs, aligned with its strategic growth agenda. Key investments during the year included:? ?Strengthening Engineering and R&D teams? Scaling up Retail Operations? ?Laying the groundwork for EMS, Infrastructure management services and green energy initiatives? ?Expanding outreach through alternate go-to-market channels A total of 9 Crore was incurred towards new initiatives in core business segments, fully expensed during the year. These forward-looking investments are expected to yield significant long-term value.

The Company maintained continuity in its core business activities, with no structural changes during the financial year ended March 31, 2025.

Dividend

The Company has a dividend policy that balances the objective of appropriately rewarding shareholders through dividends and to support future growth. Considering the current year performance and future growth, the Directors have not recommended any dividend for the financial year ended March 31, 2025.

Safety

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

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

3. Emergency Preparedness and ERT Training: An important part of the safety strategy is emergency preparedness, which includes robust Emergency Preparedness Programmes (EPP). To lead this initiative, the Company has formed Emergency Response Teams (ERT) at all major locations. ERT members receive specialised training in areas such as fire safety, evacuation, first aid, and emergency communication. Regular drills are conducted to maintain readiness and ensure swift, coordinated responses during emergencies.

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

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

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

Code of Business Conduct and Ethics

The Company has in place the Code of Business Conduct and Ethics for member of the Board and senior management personnel (the Code) approved by the Board. The Code is available on the Companys Website at https://api.tvs-e. in/uploads/documents/Code%20of%20Conduct.pdf. The Code has been communicated to directors and the senior management personnel. All the members of the Board and senior management personnel have confirmed compliance with the Code of Business Conduct and Ethics for the year ended March 31, 2025. The Annual Report contains a declaration to this effect signed by Managing Director.

Vigil Mechanism / Whistle Blower policy

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

Prevention of Insider Trading

The Company has a Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders in line with SEBI Regulations. The Code has been communicated to all the employees of TVS-E by conducting frequent awareness sessions and also has ensured obtaining Annual and One-time Disclosure from the designated persons of TVSE under SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders is amended from time to time to make it in line with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code has been communicated to all the employees at the time of orientation and adhered to by the Board of Directors, Senior Management Personnel and the other persons covered under the code. The Company follows the closure of the trading window prior to the publication of price-sensitive information. The Company has adopted Fair Practices Code (FPC) as per the regulations. Code of Conduct for Insider Trading Regulation and the Fair Practices Code are available on the Companys Website.

? Code of Conduct for Insider Trading Regulation: https://api.tvs-e.in/uploads/documents/TVSE_Insider-trading-Policy_22.pdf

? Fair Practices Code: https://api.tvs-e.in/uploads/documents/TVSE_Fair_ Practices_Code.pdf

? Procedure of inquiry in case of leak or suspected leak of UPSI: https://api.tvs-e.in/uploads/documents/TVSE_UPSI_ Policy.pdf

Holding Company and Promoters

M/s. TVS Investments Pvt Ltd (Formerly Geeyes Family Holdings Pvt Ltd), holding company ("TVSI") holds 59.84% of the outstanding equity in the Company as on March 31, 2025. TVSI and Mr. Gopal Srinivasan, holding majority stakes in TVSI are promoters of the Company. There is no change in the shareholding percentage of promoters for the 2024-25.

Scheme of Amalgamation:

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

The proposed merger would result in Mr. Gopal Srinivasan, promoter directly holding 59.84% of equity paid up share capital of the Company, leading to simplification of the shareholding structure and demonstrate the promoters direct commitment to and engagement with the Company. The public shareholders of the Company will continue to hold same number of shares in the Company on effectiveness of the proposed scheme as they held immediately before the Scheme.

Further, by removing TVS Investments Pvt Ltd. (TVSIL) as a holding company of TVS-E from the shareholding layer, it in otherprovides greater flexibility entities, as it removes the restriction on the number of layers of subsidiaries permitted under the Companies Act, 2013.

The Honble National Company Law Tribunal (‘NCLT), Chennai Bench vide its order dated February 18, 2025, directed the Company to convene the meeting of Equity Shareholders and unsecured creditors of the Company on April 04, 2025 through Video Conferencing/ Other Audio Visual Means.

The meeting of equity shareholders and unsecured creditors of the Company was convened on April 04, 2025 and the requisite majority was attained as prescribed under Section 230(6) of the Companies Act, 2013, considering majority of the persons representing three-fourth in value of the Equity Shareholders and Unsecured Creditors, respectively, voted in favour of the Scheme of Amalgamation. The Scrutiniser report along with the outcome of the NCLT convened meetings were filed with the Stock Exchanges on April 04, 2025. The Chairman appointed for the NCLT convened meetings in his report submitted to the NCLT, declared that the resolution for the approval of the Scheme of Amalgamation was duly adopted. Outcome of the Meetings along with the scrutinisers report is available on the website of the Company at: https:// www.tvselectronics.in/investor-relations the hearing TheHonble NCLT, Chennai Bench has fixed date on May 28, 2025 and the Company has subsequently sent notices to regulatory authorities for seeking their representations with regard to the proposed scheme. The developments will be intimated to the Stock Exchanges.

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 (Licensor), an entity nominated by Gopal Srinivasan Family Group, being related party, at the rate not exceeding 1% of consolidated net sales of the Company with effect from April 01, 2023 ("Commencement Date"), subject to the condition that in the event of absence of profit or inadequacy of profit in a financial year, the Company shall pay a fixedbrand usage fee of 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.

Subsidiary, Joint Venture Associates Companies

The Company does not have any Subsidiary, Joint Venture or Associate. There was no Company which has become or ceased to be companys subsidiary, Joint Venture or associate during the Financial Year 2024-25. The detail in the form of AOC-1 is given as Annexure A to this report.

Consolidated Accounts

The Company does not have any Subsidiary Company/ Joint Venture/Associate Company as on March 31, 2025 and hence the requirement to Consolidate Accounts is not applicable.

Annual Return

In terms of the requirements of Section 92(3) read with 134(3)(a) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the copy of the Annual Return in prescribed format is available on the website of the Company: https://api.tvs-e.in/uploads/ documents/1752829477321-Form-MGT_7-2024-25.pdf

Number of Board and Committee Meetings

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

Governance Report.

Share Capital

The paid up share capital of the Company as on March 31, 2025 is 18,65,03,180/-consisting of 1,86,50,318 Equity Shares of 10/- each.

Particulars of Loans, Guarantees or Investments

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

Related Party Transactions

All the related party transactions entered into are on ‘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 2024-25 and hence does not form part of this report.

During the year under review, the Company has entered into transactions with M/s TVS investments Private Limited, which holds 10% or more shareholding in the Company as mentioned in Note 35 of Financial statement for the year ended March 31, 2025.

Omnibus approvals are obtained for related party transactions which are repetitive in nature. In respect of unforeseen transactions, specific approvals are obtained. All related party transactions are approved / reviewed by the Audit Committee on a quarterly basis, with all the necessary details and are presented to the Board and taken on record. The details of transactions with related parties are provided in the financial statements. The Related Party Transactions policy was amended to make it in line with the amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is uploaded on the Companys website at https://api.tvs-e.in/uploads/documents/1752304721434-TVSE_RPT-Policy_2025.pdf

Directors and Key Managerial Personnel

Independent Directors

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

Appointment

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on April 25, 2025, subject to the approval of the shareholders, appointed Mr. Kamal Pant (DIN: 09031864) as an Additional Director in the designation of Non -Executive Independent Director for a term of five consecutive with effect from July 01, 2025. The proposal is placed in the 30th Annual General Meeting scheduled on August 13, 2025 for obtaining shareholders approval.

Cessation

Mr. M Lakshminarayan and Mr. M F Farooqui ceased from the Board as Independent Directors of the Company with effect from the close of business hours on May 05, 2025 due to completion of their second and final term of five consecutive years as an Independent Director of the Company. The Board expressed its appreciation for the valuable guidance, commitment and contributions made during their association with the Company as the members of the Board of Directors. In the opinion of the Board, the existing Independent Directors are with sufficientintegrity, expertise and experience. The Company has received declarations from all the Independent Directors of the Company confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the provisions of SEBI (LODR) Regulations. 2015. The terms of appointment of Independent Directors are available in the Companys website: https://api.tvs-e.in/uploads/documents/Terms%20of%20 appointment%20of%20Independent%20Directors.pdf

As per the provisions of Rule 6 of The Companies

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

Separate Meeting of Independent Directors

During the year, a separate meeting of Independent Directors was held on November 09, 2024. The Independent Directors actively participated and provided guidance to the Company in all its spheres.

Retirement by rotation

Mr. R S Raghavan (DIN: 00260912) Non-Executive Non Independent Director, who will retire by rotation at the ensuing Annual General Meeting of the Company under Section 152(6) of Companies Act 2013 has expressed his desire to seek re-appointment on the Board. The Board at its meeting held on May 17, 2025, accepted his request and recommended for his re-appointment.

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

Pursuant to the amended provisions of Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 09, 2024, approved the continuation of appointment of Mr. Gopal Srinivasan (DIN: 00177699) for a period of five consecutive years with effect from August 10, 2024 to August 09, 2029 in the position of Chairman, not liable to retire by rotation, and was subsequently approved by the shareholders on August 10, 2024 at the 29th Annual General Meeting.

Woman Director

In terms of Section 149 of Companies Act, 2013, the Company is required to have a Woman Director on its Board. Mrs. Srilalitha Gopal, Managing Director is already on the Board of the Company from November 10, 2011 and hence the Company fulfills the requirements of the said Section. In terms of Regulation 17 of SEBI (LODR) Regulations, 2015, the top 1,000 listed entities shall have at least one Independent Women Director by April 01, 2020. Though the Company is not in the list of top 1000 listed entities, following good corporate governance, the Board at their meeting held on February 07, 2019 appointed Mrs. Subhasri Sriram as Independent Women Director and the shareholders approved the appointment at the Annual General Meeting held on August 10, 2019. Subsequently, she was re-appointed for a period of five consecutive years 07, 2024 with the approval of shareholders on June 16, 2023 by way of postal ballot process.

Key Managerial Personnel (KMPs)

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

Evaluation of the performance

The Nomination and Remuneration Committee (NRC) appointed M/s. Beyond Compliance Corporate Services Pvt. Ltd., an external independent agency, to assist NRC for carrying out an evaluation of the Chairman, Managing Director, individual Directors including Independent Directors, the Board, its sub-committees, Key Managerial Personnel, and Senior Managerial Personnel. The Board also evaluated the performance of the Independent Directors. The manner in which the evaluation was conducted is detailed in the Corporate Governance Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company reviewed the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the shareholders of the Company. In accordance to Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was formulated to govern the terms of nomination, appointment and remuneration of Directors, Key Managerial and Senior Management Personnel of the Company.

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

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

Regulations, 2015.

The document as approved by the Board is available on the Company Website at https://api.tvs-e.in/uploads/documents/ TVSE_NRC-Policy_2022_22.pdf

Risk Management Policy

TVS-E acknowledges the importance of integrating risk with effect from February management into its strategic planning framework to ensure long-term sustainability. During 2024-25, the Company identified and mitigated several risks including raw material risk, import risk, technology risk, cyber security risk. The detailed explanation is 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 29,2022forthefirstterm of 5 years to hold office up to the conclusion of the forthcoming 32nd Annual General Meeting.

In terms of the notification issued by Ministry of Corporate Affairs dated May 07, 2018, the requirement of obtaining shareholders ratification every year has been done away with and requires only the Board approval. Accordingly, the Board of Directors of the Company at its meeting held on May 17, 2025 approved their appointment for the 4th year (2025-26) 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 2024-25. The Board of Directors at their meeting held on May 17, 2025, based on the recommendation of the Audit Committee, re-appointed M/s. Suri & Co as Internal Auditors of the Company for the financial year 2025-26.

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 2024-25. The Board of Directors at their meeting held on May 17, 2025, 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 2025-26, subject to the ratification by shareholders for the remuneration to be paid in the ensuing Annual General Meeting. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

Secretarial Auditors

M/s. V Suresh Associates, Practicing Company Secretary, Chennai, Secretarial Auditors of the Company carried out Secretarial Audit for the financial year 2024-25 and the same is annexed as Annexure B. There is no qualification, reservation, adverse remark or disclaimer reported by the Secretarial Auditors in their report for the financial year 2024-25.

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 Regulations, based on the recommendation of the Audit Committee, the Board of Directors of the Company at the meeting held on May 17, 2025, recommended the appointment of M/s. V Suresh Associates, Chennai (Firm Registration Number P2016TN053700) as Secretarial Auditors for the first term of five financial year 2029-2030, to the shareholders for approval in the ensuing Annual General Meeting. The proposal is placed in the Annual General Meeting for obtaining shareholders approval.

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 January 09, 2025. The Credit rating agency has reaffirmed the rating of "BWR A".

Transfer to Investor Education and Protection Fund (IEPF)

Unclaimed Dividend:

During the year, the Company has transferred an amount of 2,83,763 in respect of unclaimed dividend pertaining to the Financial Year 2016-17 to IEPF.

Transfer of Equity Shares to IEPF Authority:

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

Based on the provisions of the Act, Rules and explanations, in the month of August, 2024, the Companys Registrar and Share Transfer Agent transferred 1,36,941 equity shares in respect of which the dividends remained unclaimed/unpaid as on the due date to the IEPF account. The statement containing the details of name, address, folio number, Demat Account number and number of shares in respect of which dividends are not claimed for seven consecutive years or more is made available in the Companys website viz., www.tvs-e.in for information and necessary action by the shareholders.

The Company will transfer dividend amount pertaining to the Financial Year 2017-18 which remains unclaimed as on September 12, 2025 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.

In case the concerned shareholders wish to claim the shares that has been transferred to the IEPF, a separate application has to be made to the IEPF Authority in Form IEPF 5, as prescribed in Rule 7 of the Rules and the same is available at MCA website (www.mca.gov.in).

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 analysisof remunerationpaidtoDirectors from the Practising Company and employees with the Companys performance is given as

Annexure C to this report.

E-Waste Management

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

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

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

Corporate Social Responsibility

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

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

Governance report.

Based on the recommendation by the CSR Committee, the Board has approved the projects / programs to be undertaken during the financial year 2024-25. The detail of CSR activities undertaken/spent by the Company has been provided as Annexure E to this report and also available on the Companys website: https://www.tvselectronics.in/ investor-relations

Corporate Governance

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

A Certificate 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.

Change in the building name of the Registered Office of the Company

During the year, the Building name of the Registered Office of the Company was Changed from "Greenways Towers" to "Harita Towers" on March 13, 2025. There is no change in the address of the Registered office of the Company i.e. 2nd Floor, No. 119, St. Marys Road, Abhiramapuram, Chennai - 600 018. The change in the building name of the Registered Office was intimated to the stock exchanges on April 07,

2025.

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, 2025.

Material changes and commitments

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

Policy For Determination of materiality of an event

Company has framed a policy for determination of materiality of an event and the same is available on the Company Website at: https://api.tvs-e.in/uploads/documents/TVSE_MSP-Policy_2022_22.pdf

RegulatorsSignificant or Courts or Tribunals impacting the going concern status of the Company and material There are orders passed by no significant 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 during the womens forum day and e-learning courses* were launched by the Company.

Nature of Action taken by the employer or District

Officer: Nil

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

Other POSH Awareness session details

Row Labels	Active Employees	eLearning	Mode of Completion POSH Awareness Session by External lawyer Virtual	Webinars conducted by PoSH Ambassadors Virtual	Completed	Completion %
Customer Support	581	212	127	242	581	100%
Services
EMS	44	32	12	NA	44	100%
Product and Solution	187	74	84	29	187	100%
Group
Support Services Group	138	37	50	51	138	100%
Total	950	355	273	322	950	100%
Structured Certified Course for POSH IC Members CecureUs					4	100%

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

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

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

No such event has occurred during the year under review.

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

The Company has not raised funds through preferential allotment or qualified institutions placement during the financial year 2024-2025

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 2024-25: 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, 2025, 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, 2025 and of the loss 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, 2025 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 and its holding company M/s TVS Investments Private Limited (formerly known as M/s Geeyes Family Holdings Private Limited).

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