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EQUITY - MARKET SCREENER

Tsf Investments Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
535060
INE202Z01029
312.6354954
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
TSFINV
41.3
10558.82
EPS(TTM)
Face Value()
Div & Yield %
11.51
5
2.35
 

As on: Jul 13, 2026 01:13 PM

All the companies promoted by Late Mr. T S Santhanam, which formed part of the erstwhile TVS group, constitute the TSF Group. Your Company has also been categorised as forming part of the TSF Group in the National Stock Exchange of India. In order to reflect the present identity of the Company as part of the TSF Group, and considering that the Company's major investments are in companies belonging to the TSF Group, the Company changed its name to "TSF INVESTMENTS LIMITED" and the same was approved by the Ministry of Corporate Affairs on 23 September 2025.

As at the date of the audited balance sheet for the financial year ended 31 March 2026, the Company has fulfilled the requisite criteria for being categorised as an exempted CIC under the Core Investment Companies (Reserve Bank) Directions, 2016. Your directors have pleasure in presenting the 32nd Annual Report together with the audited accounts for the year ended 31 March 2026. The summarised financial results of the Company are presented hereunder:

OPERATING AND FINANCIAL PERFORMANCE

Particulars Year ended 31 March 2026 Year ended 31 March 2025
i Dividend from Minority 2.81 28.69
Holdings
Operating Revenue (Others) 982.08 125.90
Other Income 18.56 5.44
Total Revenue 1,003.45 160.03
Less: Total Expenses 822.98 42.91
ii Profit Before Tax 180.47 117.12
iii Profit After Tax 124.99 77.15
iv Share of Profit from 364.23 334.94
Associates (After Tax)
v Gain from fair valuation of previously held equity interest on account of business combination 40.99 -
vi Consolidated Profit After Tax (iii+iv+v) 530.21 412.09
vii Standalone Profit After Tax 255.64 236.01

DIVIDEND

Your Company paid an interim dividend of `6.70/- per share (134%) on 26 February 2026.

Your directors are pleased to recommend a final dividend of

`4.45 per share (89% on the face value of `5), which together with the interim dividend of `6.70/- per share paid during February 2026 would aggregate to a total Dividend of `11.15/- per share (223% on the face value of `5/-) for the financial year 2025-26. The Dividend Distribution Policy, formulated in accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available in the Company's website https://tsfinvestments.com/wp-content/uploads/2026/06/10-Distribution-of-Dividends-Policy-2.pdf

Indian Economy

India delivered a stronger-than-expected macro outcome in FY 2025-26. Under the revised 2022–23 GDP base series, real GDP growth accelerated to 7.6%, ahead of earlier expectations of ~6.5–7.0%, while nominal GDP rose 8.6% to `345 lakh crore (~USD 3.9 trillion). Growth was supported by fiscal spending, RBI monetary easing, low food inflation, and resilient domestic consumption.

Private consumption remained the key growth engine, with it reaching ~61.5% of GDP — the highest share in over a decade. Gross fixed capital formation expanded 7.8%, aided by lower borrowing costs following cumulative RBI repo cuts of 125 bps since February 2025. Manufacturing and services remained strong, while infrastructure spending and improving rural demand supported broader economic activity. Inflation remained exceptionally benign through FY 2025-26, largely due to food price deflation. This gave the RBI room to ease rates aggressively, improving credit transmission and lowering lending rates across retail and commercial segments. Bank asset quality also strengthened materially, with gross NPAs falling to multi-year lows.

Fiscal consolidation continued steadily, with the centre meeting its FY 2025-26 fiscal deficit target of 4.4% of GDP while sustaining infrastructure-led capital expenditure. GST collections remained healthy, and India's external position stayed manageable despite a weaker rupee and elevated geopolitical uncertainty, with forex reserves remaining near ~$680 billion. Alongside monetary easing and tax relief measures, the GST rationalisation in H2 FY 2025-26 provided incremental support to consumption demand, particularly across discretionary sectors including automobiles.

The final few months of FY 2025-26 saw rising geopolitical stress following the escalation of the West Asia conflict, which pushed crude oil prices higher and disrupted parts of the global energy supply chain. While this created pressure on the rupee and inflation expectations, India's domestic demand resilience helped sustain growth momentum.

For FY 2026-27, India's GDP growth is expected at 6%, with private consumption remaining the primary growth driver. Continued tax relief, and rural recovery should support demand. Inflation is expected to normalize toward 6% despite food deflation reversal on crude price hike. Key risks remain elevated crude oil prices, geopolitical tensions in West Asia, and slower global trade recovery.

Automotive Sector Outlook

Your Company generates a significant portion of its income from dividend flows from group companies that are engaged in the automotive sector.

The Indian automobile industry closed FY 2025-26 at a seven-year high, with all major segments recording double-digit growth simultaneously for the first time since FY 2018-19 - a broad-based recovery underpinned by GST 2.0 rationalisation (September 2025), income tax relief from Union Budget 2026, 125 bps of RBI rate cuts, and recovering rural demand.

Two-wheelers surpassed the pre-pandemic FY 2018-19 peak for the first time, with the mix structurally skewing towards premium motorcycles and scooters. The GST cut on ICE two-wheelers from 28% to 18% improved mass commuter affordability but narrowed the price differential with EVs, moderating e-2W penetration gains at the margin. Even so, EV penetration in the segment reached ~6.5%, with the category undergoing a clear transition from start-up-led to OEM-led growth - incumbents (TVS, Bajaj, Hero, Ather) now account for nearly three-quarters of e-2W registrations.

Passenger vehicles posted their highest-ever annual sales, led by a record-breaking Q4 FY 2025-26. Premiumisation and UV dominance remained intact. EV penetration increased to 4.2% from 2.6% (FY2024-25), while exports hit an all-time high driven by steady demand from the Middle East, Africa, and Latin America. The West Asia conflict caused disruption in export despatch in early March but left full-year performance largely unaffected.

Commercial vehicles entered a goods-led upcycle after a subdued FY 2024-25, supported by improving freight demand, infrastructure activity, replacement demand and better fleet economics aided by the rate cut cycle. E-buses contributed to outperformance in the bus sub-segment. The West Asia conflict introduced transient gas shortages in early CY26, creating stress for auto MSMEs, though the structural demand recovery held. Three-wheelers also had a strong year with 3W-EV touching the fastest electrification rate of any vehicle category in India. Tractors maintained solid momentum, supported by healthy reservoir levels and government crop price support, though performance was uneven across states given differing monsoon exposure.

Growth rates were divergent within segments, with 10.7% growth in two-wheelers, 12.8% in three-wheelers, 23.5% in tractors and farm equipment, 7.9% growth in passenger vehicles and 12.9% in commercial vehicles

FY 2026 - 27 is shaping up as a consolidation year. With fuel price hikes, EV preference is picking up among consumers. Growth is expected to moderate as the high FY 2025-26 base asserts itself in H2 — consensus points to 6–8% for 2W (premium and EV to do well), 3–7% for PV (OEM guidance more bullish), and 5–8% for CVs, while tractor faces downside possibility from a potentially below-normal southwest monsoon. On the cost side, commodity pressures and labour tightness are the key margin risks: crude oil pass-through (logistics, plastics, rubber, paint), natural rubber volatility for tyre makers, steel and aluminium uncertainty, precious metal costs for ICE emission systems, and battery material volatility for EVs. Labour markets in the NCR and Gujarat manufacturing belts are tightening, pushing up wages — particularly on EV and electronics-intensive lines. Pricing power, EV component localisation, and commodity normalisation will be the key margin levers to watch through the year.

In the medium term, with the benefits of GST cut flowing into first half of the year, along with probable benefits from the pay commissions release will keep the industry delivering stable growth over the medium term.

BUSINESS PERFORMANCE

Your Company received a dividend income of Rs. 207.67 Cr from portfolio companies for the year ended 31 March 2026 as against

` 209.52 Cr received during the Financial year 2024-25.

The Company holds investments in 10 group companies as at 31 March 2026. The performance of the key portfolio companies during FY 2025-26 was as follows:

Sl No Portfolio Company Holding Cost Holding (%) Networth Share of Networth PAT Share of PAT
INVESTMENT IN GROUP COMPANIES: ASSOCIATES
1 Brakes India Pvt. Ltd. 403.85 23.57 4,084.22 962.59 762.29 179.66
2 Turbo Energy Pvt. Ltd. 1.88 32.00 1,987.76 636.08 288.78 92.41
3 Wheels India Ltd. 149.98 23.96 1,041.46 249.50 155.01 35.14*
4 The Dunes Oman FZ (LLC) 11.04 43.69 270.01 117.97 67.00 29.27
5 India Motor Parts & Accessories Ltd. 46.95 21.90 2,308.17 505.49 96.55 20.78
6 Sundaram Dynacast Pvt. Ltd. 1.17 26.00 94.64 24.61 16.73 4.35
7 Transenergy Pvt. Ltd. 8.09 42.41 55.31 23.46 6.84 2.90
Subtotal 622.96 9,841.57 2,519.70 1,393.20 364.51
INVESTMENT IN GROUP COMPANIES: MINORITY STAKE
8 TVS Holdings Ltd. 6.94 3.74 1,754.43 65.62 - -
9 Sundaram Clayton Ltd. 6.87 1,960.51 134.69 - -
10 Lucas-TVS Ltd. 0.27 6.62 1,630.69 107.95 - -
Subtotal 7.21 5,345.63 308.26 - -
Total 630.17 15,187.20 2,827.96 1,393.20 364.51

* Adjusted for indirect stake elimination in Axles India

Note: The figures relating to the company mentioned under Sl. No. 10 is based on the audited financial results for the year ended 31st March 2025. The figures relating to the companies mentioned under Sl. Nos. 1 to 9 are based on the audited financial results for the year ended 31 March 2026.

Performance of our core investments are as given below:

Brakes India Private Limited

Brakes India Private Limited is the market leader in braking systems for cars and commercial vehicles in the country. Your Company holds a stake of 23.57% in Brakes India and has been categorised as one of the promoters of that company. Trichur Sundaram Santhanam and Family Private Limited is the other promoter of the company. The revenue earned by the company for the year ended 31 March 2026 stood at `8,033.87 Cr. as against `7,240.74 Cr. in the previous year. The profit after tax for the year was `737.37 Cr. as against `626.74 Cr. in the previous year. Your Company received a total dividend of `67.92 Cr. from Brakes India Private Limited during the financial year 2025-26.

Turbo Energy Private Limited

Turbo Energy Private Limited is the leading manufacturer of turbo chargers and turbo charger parts in the country. Your Company holds a 32% stake in Turbo Energy Private Limited and has been categorised as one of the promoters of that company. BorgWarner Turbo Systems (Germany) and Brakes India Private Limited are the other promoters of the company. During the year, the revenue earned by the company stood at `3,001.19 Cr as against `3,034.02 Cr.in the previous year. The profit after tax for the year was `286.51 Cr. as against `273.46 Cr. in the previous year. Your Company received a total dividend of Rs. 65.66 Cr. from Turbo Energy Private Limited during the financial year 2025-26.

Axles India Limited

Axles India Limited subsidiary of your Company, is a leading manufacturer of axle housings for medium and heavy commercial vehicles in the country. Your Company holds a 62.98% stake in Axles India Limited and has been categorised as one of the promoters of that company. During the year, the revenue earned by the company stood at `887.85 Cr. as against `846.78 Cr. in the previous year. The profit after tax for the year was

`73.24 Cr. as against `68.70 Cr. in the previous year. Your Company received a total dividend of `6.42 Cr. from Axles India Limited during the financial year 2025-26.

Wheels India Limited

Wheels India Limited is the leading manufacturer of wheels and air suspension components for cars and commercial vehicles in the country. Your Company is one of the promoters of Wheels India Limited. Trichur Sundaram Santhanam and Family Private Limited, and India Motor Parts & Accessories Limited are the other promoters of the company. During the year, the revenue earned by the company stood at `5,124.40 Cr. as against

`4,424.86 Cr. in the previous year. The profit after tax for the year was `138.56 Cr. as against `105.85 Cr. in the previous year. The market capitalisation of the company as on 31 March 2026 was `2,436.58 Cr. The value of your Company's holding on that basis, was `583.72 Cr., as on 31 March 2026. Your Company received a total dividend of `7.22 Cr. from Wheels India Limited during the financial year 2025-26.

Dunes Oman LLC (FZC)

Dunes Oman LLC (FZC), operating in Salalah, Sultanate of Oman, is engaged in the manufacture of iron castings for the automotive industry. Your Company holds a 43.69% stake in Dunes Oman LLC (FZC) and has been categorised as one of the promoters of that company. Dunes Oman was co-promoted with Brakes India Private Limited. The company's revenue for the year stood at

`439.50 Cr. as against `423.57 Cr. in the previous year, while the profit after tax for the year was Rs. 67.00 Cr. as against `58.00 Cr. in the previous year. Your Company received a total dividend of

`10.99 Cr. from Dunes Oman LLC (FZC) during the financial year 2025-26.

India Motor Parts and Accessories Limited

India Motor Parts and Accessories Limited is the largest distributor of automotive spare parts and equipment in the country. Your Company holds a 21.90% stake in India Motor Parts and Accessories Limited. For the year ended 31 March 2026, the revenue earned by the company stood at Rs. 889.54 Cr., as against

` 835.98 Cr. in the previous year. The profit after tax for the year stood at Rs. 96.55 Cr. as against `83.67 Cr. for the corresponding period in the previous year. The market capitalisation of the company as on 31 March 2026 was `1187.09 Cr. The value of your Company's holding on that basis, was `259.97 Cr. as on 31st March 2026. Your Company received a total dividend of

`8.20 Cr. from India Motor Parts & Accessories Limited during the financial year 2025-26.

Sundaram Dynacast Private Limited

Sundaram Dynacast is a leading manufacturer of precision zinc and aluminium die-cast parts. Your Company holds a 26% stake in Sundaram Dynacast. The revenue earned by the company for the year ended 31 March 2026 stood at Rs. 180.78 Cr. as against

`166.28 Cr. in the previous year. The profit after tax for the year ended 31 March 2026 was `16.73 Cr. as against Rs. 18.49 Cr. in the previous year. Your Company received a total dividend of Rs. 2.69 Cr. f r o m S u n d a r a m D y n a c a s t d u r i n g t h e f i n a n c i a l year 2025-26.

Sundaram Business Services Limited

Sundaram Business Services Limited (SBSL) a wholly owned subsidiary of your Company, is a global outsourcing company offering a wide range of services to overseas clients. predominantly in Australia. During the year, SBSL earned a revenue of `69.61cr. and reported a profit after tax of `24.81 cr. Your Company received a total dividend of `33.55 cr. from Sundaram Business Services Limited during the financial year 2025-26.

Forge 2000 Private Limited (Forge)

Forge 2000 Private Limited a wholly-owned subsidiary of your Company, is engaged in the business of manufacturing of forge components for automobile industry. The major activity of FORGE is manufacturing, and is primarily engaged in forging, pressing, stamping and roll forming of metal powder metallurgy and undertakes job work for the automotive industry. During the year, Forge 2000 Private Limited earned a revenue of

` 30.88 cr. and reported a loss of `17.36 Cr.

INVESTMENTS

India Motor Parts & Accessories Limited

During the financial year, the Company acquired 2,37,120 equity shares of `10 each, representing a 1.90% stake in India Motor Parts & Accessories Limited, thereby increasing its shareholding from 20.00% to 21.90%.

DISINVESTMENTS

As a part of the Company's strategy to exit from non- core investments, the Company exited from the following investments:

Sundaram Composite Structures Private Limited (SUNCOMP)

During the year, the Company divested its entire holding of 3.90 Cr. equity shares in Sundaram Composite Structures Private Limited to Brakes India Private Limited at `6.32 per share, for a total consideration of `24.65 Crs. Consequently, Sundaram Composite Structures Private Limited ceased to be an associate of the Company.

TVS Holdings Limited

During the financial year the Company divested 5,56,375 shares held in TVS Holdings Limited (formerly known as Sundaram Clayton Limited), representing a 2.75% stake. The amount transferred from OCI to Retained Earnings on account of sale of TVS Holdings shares is `449.04 Crs. (net of tax). Post this sale, the Company holds 3.74% stake in TVS Holdings Limited.

CORPORATE GOVERNANCE

A detailed report on corporate governance, together with a certificate from the Secretarial Auditor, in compliance with the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, is attached as part of this report, vide Annexure I.

Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis. Form AOC-2, as required under Section 134 (3) (h) of the Act, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, is attached as part of this report, vide Annexure II (i). Further, the Company's policy on Related Party Transactions is attached as part of this report, vide Annexure II (ii), as required under Reg. 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As required under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of the related party transactions, have been provided under Note 28 – Related Party Transactions, forming part of the notes to the accounts.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has contributed towards education, health care, and heritage in consonance with its CSR policy. The Annual Report on CSR Activities undertaken by the Company for the Financial Year 2025-26 is annexed with this report, vide Annexure III.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

A Business Responsibility and Sustainability Report (BRSR) as required under Regulation 34(2) (f) of the SEBI (Listing

Obligations and Disclosure Requirements), Regulations 2015, is enclosed as part of this report, vide Annexure VI. Further, as required under the SEBI Circular on BRSR Core – Framework for Assurance and ESG Disclosures for Value Chain dated 12 July 2023, adherence to the BRSR Core by the Company was verified by an Independent Practitioner and the Independent Practitioner's Reasonable Assurance Report issued by M/s Sundaram and Srinivasan, Chartered Accountants, Chennai, is enclosed as part of this report.

DISCLOSURE UNDER THE ‘PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY'

The Company has in place a policy for prevention of sexual harassment, in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints were received during the financial year. None was pending unresolved as on 31 March 2026.

The following is the summary of the complaints received and disposed of during the financial year 2025-26:

No. of complaints received during the year Nil
No. of complaints disposed Nil
No. of complaints pending for more than 90 days Nil

SECRETARIAL AUDIT

The Secretarial Audit Reports of the Company and of the material subsidiaries, viz., Sundaram Business Services Limited and Axles India Ltd are annexed to this Report, vide Annexures IV(i), IV (ii) and IV (iii). Mr. A Kalyana Subramaniam, Practising Company Secretary, Chennai, has been appointed as Secretarial Auditor of your Company, to hold office for a term of five (5) consecutive years from 01st April 2025 to 31st March 2030.

REMUNERATION TO DIRECTORS / KEY MANAGEMENT PERSONNEL

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed, vide Annexure V.

In terms of first proviso to Section 136(1) of the Companies Act, 2013 the Annual Report, excluding the details to be furnished as per Rule 5 (2) is being sent to the Shareholders of the Company. The details is available for inspection at the Registered Office of the Company during business hours and any Shareholder interested in obtaining a copy of the said details may write to the Company Secretary at the Registered Office of the Company.

ANNUAL RETURN

As required under Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is available in the website of the Company. The link for the copy of the annual return in E-form MGT-7 is

https://tsfinvestments.com/wp-content/uploads/2026/06/TSFIL-Annual-Return-2025-26-1.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators, courts, or tribunals against the Company, impacting its going concern status or its future operations.

INFORMATION AS PER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

Your Company has no activity relating to conservation of energy or technology absorption.

INTERNAL FINANCIAL CONTROLS

The Company has a well-established internal financial control and risk management framework, with appropriate policies and procedures, to ensure the highest standards of integrity and transparency in its operations and a strong corporate governance structure, while maintaining excellence in services to all its stakeholders. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business including adherence to policies (b) safeguarding of assets (c) prevention and detection of frauds / errors (d) accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information.

RISK MANAGEMENT

Your Company has taken effective steps to build a robust risk management framework. Engaged, as it is, in the business of making investments, the Company is required to manage various risks, including investment-related risk, business and market risk, operational risk and technology-related risk. The Risk Management Committee has established systems and procedures to ensure that these risks are identified, measured and managed effectively. Operational risks arising from inadequate or failed internal processes, people and systems or from external events, are adequately addressed by the internal control systems. These systems are continuously reviewed, monitored, and modified, as necessary. A stable and experienced management team provides continuity and expertise in managing the dynamic changes in the market environment. Process improvements and quality control are ongoing imperatives and are built into the employees' training modules, as well. The Company has well documented Standard Operating Procedures for all processes to ensure better control over transaction processing and regulatory compliance.

INTERNAL AUDIT

As part of the efforts to evaluate the effectiveness of the internal control systems, your Company has employed the services of the Internal Audit Department (IAD) of Sundaram Finance Limited (SFL) to independently evaluate the adequacy of control measures on a periodic basis, and recommend improvements wherever appropriate. The Internal Audit team plays a vital role in continuously monitoring the effectiveness of the Standard Operating Procedures, as a part of risk mitigation.

The IAD of SFL is staffed by highly qualified and experienced personnel and reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings, as well as the adequacy and effectiveness of the internal control measures.

INFORMATION TECHNOLOGY

Your Company's operations are supported by a full-fledged data centre catering not only to its own needs, but also to those of its subsidiary, with over 99.5% uptime. Your company has formulated a Business Continuity Plan for all critical applications with near real-time data replication. The delivery centres meet the Information Security Management System and CIA (Confidentiality, Integrity and Availability) Standards. To cater to the ever-changing customer needs, the IT infrastructure is being constantly upgraded with new and enhanced features to facilitate smooth functioning of operations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report. A separate statement containing the salient features of the financial statements of your

Company's Subsidiaries and Associates in Form AOC-I forms part of the Annual Report.

The annual reports of the subsidiaries, Sundaram Business Services Limited, Axles India Limited and Forge 2000 Private Limited, have been posted on your Company's website – www. tsfinvestments.com. Detailed information, including the annual accounts of the subsidiary companies will be available for inspection by the members at the registered office of the Company, and will also be made available to the members upon request.

BOARD AND AUDIT COMMITTEE

The details regarding number of Board Meetings held during the financial year and composition of the Audit Committee are furnished in the Corporate Governance Report.

DIRECTORS

The second term of office of Independent Director Ms Shobhana Ramachandhran concluded on 15th February 2026 and the Board placed on record, its deep appreciation for the significant contribution made by Ms Shobhana Ramachandhran, Independent Director to the deliberations of the Board and for her able guidance to the Company during her tenure as an Independent Director. Ms. Meenakshi Ramani was appointed as an Independent director on the Board with effect from 01 January 2026. Mr. Sriram Viji, Director, retires by rotation and being eligible, offers himself for re-election.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013, that they meet with the criteria for their Independence laid down in Section 149 (6).

ANNUAL EVALUATION BY THE BOARD

The Board has made a formal evaluation of its own performance and that of its committees and individual directors as required under Section 134(3)(p) of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Your directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Company has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. Proper and sufficient care has been exercised 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;

4. The annual accounts have been prepared on a going concern basis;

5. Adequate internal financial controls have been put in place and they are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems are adequate and operating effectively.

AUDITORS

M/s RGN Price & Co., Chartered Accountants, Chennai, have been appointed as Statutory Auditors of your Company, to hold office for a term of five (5) consecutive years from the conclusion of the 28th Annual General Meeting until the conclusion of the 33rd Annual General Meeting at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the support and cooperation extended to your Company by the stakeholders. Your directors also place on record their special appreciation of the employees of the Company for their dedication and commitment.

For and on behalf of the Board
Chennai 600 002 Harsha Viji
19 May 2026 Chairman