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

Transfer To Reserves

The Company has not transferred any amount to Reserves.
Company’s 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 Company’s 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

• Lxpanding 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 Company’s
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 Company’s 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 Company’s 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 Company’s
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 Company’s Website.

0 Code of Conduct for Insider Trading Regulation:

https://api.tvs-e.in/uploads/documents/TVSE Insider¬
trading-Policy 22.pdf

0 Fair Practices Code:

https://api.tvs-e.in/uploads/documents/TVSE Fair
Practices Code.pdf

0 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 promoter’s
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
provides greater flexibility to the Company to invest in other
entities, as it removes the restriction on the number of layers
of subsidiaries permitted under the Companies Act, 2013.

The Hon’ble 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 scrutiniser’s
report is available on the website of the Company at: https://
www.tvselectronics.in/investor-relations

The Hon’ble NCLT, Chennai Bench has fixed the hearing
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 fixed brand 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 company’s 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 ‘arm’s
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 Company’s 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 years
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 sufficient integrity, expertise and experience. The
Company has received declarations from all the Independent
Directors of the Company confirming that 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 Company’s 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 test,
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 with effect from February
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 between fixed
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
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, 2022 for the first term 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
shareholder’s 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 consecutive years starting from financial year 2025-26 till
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 Company’s 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 Company’s 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 analysis of remuneration paid to Directors
and employees with the Company’s 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
Board’s 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 Company’s 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 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.

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. Mary’s 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

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 during the women’s 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

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

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

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.

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 Company’s
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.

For and on behalf of the Board

GOPAL SRINIVASAN SRILALITHA GOPAL

Chennai Chairman Managing Director

May 17, 2025 DIN:00177699 DIN: 02329790