TVS MOTOR COMPANY LIMITED

The Directors have the pleasure in presenting the 31st annual report and the audited accounts of the Company for the year ended 31st March 2023.

1. COMPANY PERFORMANCE

Key Performance Snapshot

The Company registered sales of 35.13 lakh units of two-wheelers in 2022-23. The Company, in-spite of headwinds, registered an all-time high turnover of $ 26,378 Cr and an all-time high profit before tax of $ 2,003 Cr.

Macro Overview: Indian economy outperforms global peers in Fiscal 2023

India was open for business throughout FY 23, this stability, was a welcome respite from the lockdown led disruptions of the previous 2 years. The remarkable and unprecedented rapid mass vaccination drive undertaken by the Government made this possible. India experienced a revival with improvement in markers of labour participation, income, consumption, savings and gross fixed capital formation. The global geo-political strife, persisted unresolved. This led to global supply chain challenges, semiconductor shortages, commodity inflation. Advanced global economies also tightened their monetary policies with consequent cascade impacts on global markets especially on the economies of emerging and low income countries. The growth trajectory of the Indian Economy has been better than global peers. This has been made possible by an active and prudent policy management by the government and also the inherent fundamentals of the Indian economy. The diverse growth drivers provided much needed stability in a globally volatile economic environment.

India recovery continued to demonstrate its strong economic fundamentals, a growing and young population, a skilled educated cost competitive workforce, access to vast natural resources, a consistent political leadership. Further, the low but rising penetration of discretionary consumption, increasing digitization, and a new wave entrepreneurship aided by the improved ease of doing business are also providing renewed impetus for growth.

Government has made significant push towards building infrastructure leading to $ 7.28 Lakh Cr public capital expenditure in FY 23 and has followed that up with the highest ever outlay for public capital expenditure at $ 10 Lakh Cr earmarked for FY24. This consistent infrastructure build will vitalize the economy in the short term and improve quality of life in the mid to long term.

The Service sector growth was robust in fiscal 2023 and offset the moderation in manufacturing sector. Despite external pressures, India's service exports have continued to increase. The agricultural sector grew by 3.5%, and also strengthened the Company's position as a net exporter of agricultural products.

In fiscal 2023, the overall growth of rural was slower than urban due to relatively slower recovery in the rural non-agricultural sector.

RBI has been actively intervening to contain rising inflation which showed signs of moderation by the end of the fiscal. The inflation was driven by core and food inflation which adversely impacted the low income consumers however, there was buoyant private consumption, particularly among higher income earners.

As India emerges as the most populous nation in the world, a milestone it will cross in mid FY 24, it also retains its position as the fastest growing global economy. The large demand base, strong infrastructure buildout, robust fundamentals, diversified strength across manufacturing, services, agricultural and export sectors are poised for continued sustenance of India growth story ahead of all global peers.

Mobility Industry Performance - India overview

In a vital step towards e-governance, VAHAN 4.0 portal, records registrations of all automotive vehicles barring 1 state in India. This flagship project of the National Transport project, has become a reliable indicator of automotive retail trends. Andhra Pradesh & Madhya Pradesh states registration details started flowing in from Q2 of 2022-23. 16.1% two-wheeler industry retail growth in 2022-23 was recorded on VAHAN. (excluding Andhra Pradesh, Madhya Pradesh & Telangana).

The VAHAN retail industry growth trends across quarters, over comparable periods year on year saw sharp changes, Q1 2022-23 growth of 54.5% was driven primarily by the low Q1 2021-22 base, Q2 decline of 3.7%, however there was a positive inflation, as Q3 and Q4 2022-23 grew by 13.5% and 10.7% respectively.

The two-wheeler Industry wholesale stood at 15.5 million units compared to 13.4 million units in last fiscal. While this reflects a growth of 15.5%, it should also been in the context that this is still less than the 8 years ago level of 16 million units in 2014-15 and a long way off from Industry high of 21.2 million in 2018-19. This juxtaposition reflects both the healthy growth momentum and the ample headroom for future growth.

Compared to the Industry growth of 15.5%, the Company recorded a growth of 22.8%.

Mobility Industry Performance - International Business overview

In the International Business, Industry exports of two-wheelers in 2022-23 were at 3.65 million units, a decline of 18% over 2021-22. The Company out performed the industry, however declined by 16%. The industry was affected by liquidity crunch, currency devaluations and country specific local socio- political and economic disturbances.

In terms of movement across the quarters, the year began with Q1 2022-23 showing small positive growth which progressively weakened each quarter, as more of the headwinds across geographies mounted. This led to lowered exports to these markets. We are circumspect yet optimistic that while its taking longer than expected, but by the second half of the forthcoming fiscal the industry will find its way back to a growth trajectory. The Company's two wheeler exports stood at 0.91 million units down from 1.09 million in the previous year. Three-wheeler exports during the year reached 1.53 lakh units, a decline of 6.1% compared to 2021-22.

Mobility Industry Performance - Electric Vehicles (EV) Overview

The two wheeler EV retail Industry on VAHAN reached 7.18 lakh units FY 2023-24 up from 2.3 lakh units of FY 2022-23 that is a fix growth over last year. The penetration of EV two wheelers for the year stood at 4.7%, with exit of 5.4% for Q4 2022-23.

The consumer demand remained overwhelmingly in favour of the scooter format.

In course of the year, there was a consistent policy and regulatory interventions to ensure standardized quality and enhanced safety levels for the consumers. This also led to the formalization of the industry, and the result product mix moved from low quality, low cost options in favour of the offerings meeting quality and safety requirements. The accelerated pace of EV adoption as witnessed by the fix growth in industry volumes have been driven by the support extended in form of FAME II and PLI support from the Central Government. In addition, state specific support policies have also been rolled out by the State Governments. The vision of accelerated EV adoption is being driven by the government and the Company is responding with investments in technology and building capacity to help realize this vision. The Company retailed 0.91 lakh units vehicles for the year with a ~10x growth. In Q4 2022-23 approximately 1 in 5 EV two wheelers retailed was a TVS iQUBE. The Company increased its geographical presence to 130 towns, while its ICE distribution network covers 600+ towns. The phased expansion is to ensure that the Company's customer receives the intended usage experience. In this year, through a series of ecosystem partnerships the public charging network available to TVS iQUBE owners now exceeds 2000. In a short time, the Company has cumulative of over 1 lac delighted customers.

New Product Launches

The Company's new product launches have been well received by consumers, experts and trade.

In July '22, the Company launched TVS Ronin in a segment of its own to cater to the #unscripted new-age rider. It's a 225cc lifestyle motorcycle which refuses to be typecast in any segment.

The Company clocked a global sales milestone of 5 million units for the TVS Apache.

In the year 2022, TVS Apache RTR 160 and RTR 180 were updated with striking style elements and attractive graphics that are in line with its racing DNA.

TVS Racing went beyond the racetrack and right into the virtual gaming world with the introduction of the Apache RR 310 in Gameloft's Asphalt 8: Airborne. Gamers and racing enthusiasts will get to virtually ride the Apache RR 310, making it the first Indian two-wheeler company to bring its motorcycle to a popular gaming franchise.

TVS Jupiter, clocked the Fastest Five Million milestone for the TVS Jupiter series.

A new refresh was also launched as the new TVS Jupiter Classic. TVS Jupiter was consistently one of the top 10 selling two wheelers in India.

TVS NTORQ 125 XT was launched with TFT screen coupled with its SmartXonnect connectivity platform including new age features like VOICE ASSIST. This has created a new benchmark first-in-class features for its connected GenZ customers.

The Company built upon its TVS RAIDER franchise with the new TVS RAIDER SMARTXONNECT with TFT CLUSTER. This was a truly WICKED UPDATE, and line with its new age consumers, this became the first two wheeler in the world to be launched in the metaverse, on TVS Motor's proprietary metaverse platform, TVS Motoverse. In the second half of the year TVS Raider has broken into the TOP 10 selling two wheeler in India.

TVS XL 100 retained it place amongst the top 10 selling two wheelers in the country. Its continuous innovation of providing usable and relevant technology innovation to the utility user has seen it maintain a dedicated consumer franchise.

TVS HLX series celebrates its 3 million global sales milestone. TVS HLX series has been instrumental in transforming millions of lives across Africa and has been offering easy mobility solutions in personal commute, motorcycle taxi and delivery segments. It has delivered to the brand's promise of being a sturdy product that is highly reliable across rugged terrains.

The JD Power (JDP) syndicated studies assess each of the industry offerings on JDP APEAL (Automotive Performance Execution and Layout) and JDP IQS (Initial Quality Study). the Company has been adjudged No. 1 in ICE Scooter and Motorcycle in the JDP APEAL study. The Company has been adjudged No. 1 in Scooter and No. 2 in Motorcycle in the JDP IQS study. The Company continued its winning streak of over 8 years.

These new offerings, with TVS DNA of customer-centric innovation and quality, ensured, that they have become the most awarded launches in their respective categories. TVS Ronin was recognised at various fora in categories like "Bike of the Year" and "Roadster of the Year". TVS Jupiter 125 was awarded "Scooter of the Year". TVS electric scooter iQUBE was awarded as "The Green two-wheeler of the year" by Autocar.

BMW Association

The BMW association has crossed its 10 year milestone. A cumulative sale of 1.4 lakh units have been jointly achieved. The offerings have enabled BMW to access newer markets and younger consumer cohorts. This partnership was further strengthened in 2021 with the expansion of the Cooperation Agreement for Future Technologies and Electric Vehicles. Company's scope includes the design and development of future BMW Motorrad products and delivering world-class quality, supply chain management and industrialisation. Under this enhanced cooperation, both companies have identified a range of products and technologies to deliver significant business benefits.

Corporate Social Responsibility

The Company recognizes social responsibility as an integral and a critical part of its value system. Through its CSR arm, the Srinivasan Services Trust (SST) the Company has been successfully driving positive change in rural communities in the areas of Health, Education, Environment and Economic Empowerment. SST has a matured model centred on community participation in all its projects. It also brings the practices of Total Quality Management (TQM) to cooperatives and Self Help Groups (SHGs) empowering them to improve quality. This allows them to find newer markets, better prices and hence enabling local job creation and enhanced prosperity in a sustainable manner.

It follows an integrated, holistic and participatory approach to village development, women empowerment, working very closely with the communities and the Government for sustainable development in villages. So far in the last 27 years, across the working areas of SST, more than 60,000 women have been organized into SHGs, 2,500 village government infrastructures have been repaired and renovated and 350 water conservation projects including desilting of tanks and irrigation channels have been implemented.

SST has won the FICCI CSR AWARDS 2022 for "Fight against COVID - 19" during the year. The FICCI (Federation of Indian Chambers of Commerce & Industry) CSR Awards recognize individuals and organizations that have made significant contributions to India's development and growth. The Company is the First Indian 2W & 3W maker to have become a signatory to the world's largest sustainability initiative, the United Nations Global Compact (UNGC). This will ensure enhanced collaborations and actions towards wider development of goals, particularly the Sustainable Development Goals (SDGs).

Cost & Price Management

It was only in the second half of the year, that there was broader softening in the commodity cost shocks and in semi-conductor availability. The Company however, was able to alleviate most, though not all, of the margin pressures through active cost management and targeted premium realisations in specific categories. Due to its continuous and structured approach of derisking through alternate sourcing, the semi-conductor availability issues were mitigated early. Premiumisation across all product categories and improving the product mix in favour of premium segments led to improvement in realisation. In spite of all headwinds the Company was able to deliver all time high profit performance.

2. FINANCIAL HIGHLIGHTS

3. DIVIDEND

The Board of Directors of the Company (the Board) at their meeting held on 24th January 2023, declared an interim dividend of $ 5/- per share (500%) on 47,50,87,114 equity shares of $ 1/- each for the year 2022-23 absorbing a sum of $ 237.54 Cr. The same was paid on 9th February 2023. The Board does not recommend any further dividend for the year under consideration. The dividend pay-out is in accordance with the Company's Dividend Distribution Policy. The Board is not considering any transfer of amount to General Reserves for the year under review, as it is not mandatorily required.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

Two-wheeler

The domestic two-wheeler ICE industry posted a sale of 15.5 Mn units in 2022-23, with a growth of 15.5% from 13.4 Mn units in 2021-22.

The dispatch industry growth trends across quarters, over comparable periods year on year saw sharp changes, Q1 2022-23 growth of 52.8% was driven primarily by the low base of Q1 2021-22, followed by Q2 2022-2023 growth of 11.7%, Q3 2022-23 and Q4 2022-23 grew by 5.3% and 4.5% respectively.

The ICE scooter industry grew by 21.9%, 4.86 Mn units sold in 2022-23 compared to 3.98 Mn units in 2021-22. The category share came up to 31.3% from 29.7% in FY 2022-23. This was led by a strong pick up in urban demand with uptick in economic activities and opening of schools and offices in urban centres. The Motorcycle industry grew by 13.9% over last year and reached a category share of 65.8% down from 66.8% of last year.

Although Premium motorcycles industry declined in Q1 of 2022-23 impacted by semi-conductor shortages, but as these challenges were mitigated the industry rebounded to post a growth of 16.6% for the year 2022-23 over 2021-22. Premium motorcycle sales was 1.21 Mn units in 2022-23 compared to 1.04 Mn units in 2021-22. The category share moderately increased to 7.8% from 7.7% of 2021-22.

Commuter motorcycle volumes increased by 10.6% to 7.91 Mn in 2022-23 from 7.16 Mn units in 2021-22. The category share continued to be a dominant 51% of the two wheeler industry. This resilient category share is a clear indicator of the critical role played by this segment in meeting India's mobility needs. The growth was driven by the Executive segment in Commuter motorcycles which has greater skew to relatively affluent customers and urban skew as opposed to the economy motorcycle segment.

The Economy motorcycles and mopeds, showed a muted demand growth as they have been the most severely impacted by the rising vehicle and fuel prices. These customer segments are yet to fully recover from depleted savings. These segment of customers also have a higher dependence on rural economy. While the rural agricultural segment saw a healthy growth of 3.5%, the rural non-agrarian economy remained muted.

Three-wheeler

The overall three-wheeler small passenger industry (3 plus 1 segment) declined by 5.0% in 2022-23 (from 5.82 lakh units in 2021-22 to 5.53 lakh units in 2022-23). The domestic small passenger industry doubled over a low base. Exports market declined by 26% in 2022-23 over last year.

Electric two-wheelers

The penetration of EV two wheelers for the year stood at 4.7%, with exit of 5.4% for Q4 2022-23.

The heightened consumer interest is driven by the attractive Total Cost of Operation (TCO) and technology proposition that EVs offer. This is made even more relevant with increasing fuel prices.

However, fix growth in industry volumes, this accelerated pace of EV adoption has been made possible by the FAME II and PLI support from the Central Government. In addition, state specific support policies have also been rolled out by the State Governments.

The enhanced safety, localization and quality norms have a threefold impact. First, they enhance the quality of products received by the customers. Second they aid the formalization of the sector, ensuring quality players. Thirdly, product quality is on par with global levels, enabling the industry to export overseas. Like in ICE two wheelers, India will emerge as a major hub for EV two wheeler exports in addition to the large domestic market.

BUSINESS OUTLOOK & OVERVIEW

As we step into fiscal 2024, the Company maintains its cautiously optimistic view to the future. GDP growth for fiscal 2024 is expected to be around 5.5% by various sources, in spite of the difference in the specific forecast, the almost common agreement is that India GDP growth will remain highest among all major economies.

This performance would be based on underlying socioeconomic fundamentals with active policy management. Some of the key active drivers would be :

Pick-up in urban discretionary consumption demand especially on services such as travel, tourism, and hospitality.

Improving consumer sentiment as indicated by RBI's

Consumer Confidence survey.

Moderate global crude oil prices.

Higher disposable income among mid-income group by introducing tax reforms driving higher consumption.

Improved investment climate for economies with well-regulated banking and financial markets like India.

Highest ever capex outlay of $ 10L Cr in the Central Government budget FY24.

The focus of the Union Budget for fiscal 2024 on increasing Capital Expenditure (CapEx) along with reducing fiscal deficit, creates a platform for higher growth with lower future liabilities. The lift in the consumption cycle is tied to broad based pickup in economic activity, which the Indian Government is supporting through focus on investments.

Rural recovery continues to be slow and this significantly impacts the growth trajectory of the economy. El-Nino arriving early and affecting monsoon may lead to a weaker performance of the rural agricultural sector impacting the already weakened rural demand. Domestic Moped and Economy motorcycle segments have seen constrained demand due to weak performance in the rural non-agricultural sector, a poor monsoon could further adversely impact demand.

Company is positive about the performance of the Premium motorcycle segment and scooter segment with improved urban demand.

Over the long term, the Indian economy is expected to increase by ~2.5x to $6.5 trillion by 2030, with a real GDP growth rate in the range of 6-6.5%. Per capita income and vehicle ownership is expected to double by 2030, ushered in by formalization, digitization and urbanization.

The improving road infrastructure and economic environment with our current mass transit systems will further drive the demand for mobility for the masses. This demand is today best served by the 2-wheeler segment, making its fundamentals very attractive considering a resurgent India. Export of two-wheelers is likely to see a growth during the year after the weak performance in 2022-23. The Africa market is expected to perform better in 2023-24 recovering from the global slowdown and with moderation of inflation. Expansion programs in LATAM, ASEAN and Middle East will add further momentum. Falling freight rates and better availability of containers are likely to support exports from India this year.

Overall the India long term growth trajectory is based on a few persistent and unique but socio economic assets or drivers:

A large population supporting the domestic demand

A growing and youthful skilled educated cost competitive workforce

A vibrant private sector with large enterprises and MSMEs eager for growth

Access to vast natural resources

A consistent political leadership

Rising penetration of discretionary consumption

Rapid adoption of digitization across all strata of society increasing velocity through reducing wastage

A new wave of entrepreneurship aided by the improved ease of doing business.

Due to the above fundamentals and its strong product lineup, unwavering focus on consumer, quality, cost, the Company is confident going into FY 2023-24.

Electric two-wheeler

The EV industry will continue to grow rapidly as the consumer interest is buttressed with active policy support from the Central and State Governments through PLI, FAME II and State specific support policies. Continued support will ensure a smooth lift off for the industry volumes.

The Company will deliver the "power of choice" as we enhance our offerings to provide relevant options to new consumer cohorts, in doing so, expand the portfolio to new variants within iQUBE and introduce new brands. This portfolio expansion will also see introduction of new innovative features and technology. The choice will be made available in new geographies within India, beyond the current 130 towns, and outside India as the Company's EV exports kick in. All of this, would be also see a steady increase in the ecosystem presence and the 2000 plus public charging options grow further.

In addition, with the strategic association with BMW, the Company is involved in joint design and development of urban EV options for the global markets.

New Product Launches and Initiatives

During the year 2022-23, the following new products and variants were launched.

TVS RONIN:

Launch - TVS first entry in the Classic/ Retro space TVS RONIN, launched in July '22 to cater the requirements of a #unscripted new-age rider, it has been a category builder and refuses to be slotted in an existing framework. The bike has cutting-edge features like rain and urban riding modes, dual channel ABS, a 3-step adjustable lever, gold-toned USD front forks, all LED lamps, a fully connected asymmetric digital speedometer, voice assist, and more. Along with that, it has been winning hearts with its retro design.

TVS RONIN has also created a community of like-minded people and call it the TVS RONIN CuLT which is adding to the ownership experience. Here the riders experience varied cultures, explore different lifestyles and travel to the most #Unscripted places. All this is done through #Unscripted breakfast rides, overnight rides and marquee rides.

TVS Apache:

TVS Apache RTR 160/180 Refresh, RTR 160 4V Special Edition Launch Designed as "The All-New Racer's Choice", the 2022 TVS Apache RTR 160 and RTR 180 are updated with striking style elements and attractive graphics that are in line with its racing DNA. The motorcycles also get segment leading features like an all-new LED head lamp and tail lamp. The power increase coupled with weight reduction has resulted in an enhanced power-to-weight ratio, offering an unravelling riding experience.

Building on the unparalleled trust of TVS Apache customers, the thoroughbred race derived Apache RTR 160 4V launched its special edition. Inbuilt with features that are pinnacle of performance and technology along with new dual tone colour and sporty bullpup exhaust with powerful throatier note. The increased power-to-weight ratio adds cherry to the cake.

TVS Raider SmartXonnect:

The motorcycle comes with first-in-segment features such as TFT display. The wicked ride now offers a slew of new age features like a segment first 5 inch TFT cluster and advanced connectivity tech like Bluetooth connectivity, navigation assist, voice assist, ride reports and call alerts. This along with its distinctly naked street style, high performance engine, delivering best-in-class acceleration, is committed to continue delighting its customers with connected features as well.

TVS Raider Uniseat:

TVS Raider, India's most award-winning 125 cc motorcycle, has continuously lived up to its promise of being a thrilling ride with cutting-edge technology, exceptional performance and sporty style. There was sustained interest from young families and they were seeking a Uniseat option for family riding comfort. TVS RAIDER DISC WITH UNISEAT, which comes with two colour options, red and black. Similar to the existing disc variant, TVS Raider disc uniseat also boasts a striking animalistic LED headlamp, front disc brake, ride modes and reverse LCD cluster. With the introduction of the new Raider disc uniseat the riders now have additional options to choose from for their wicked ride.

NTORQ XT:

The new variant TVS NTORQ 125 XT coupled with its SmartXonnect connectivity platform created a new benchmark in the segment with first-in-class features for its connected customers.

One of the key features of the scooter includes its segment-first hybrid SmartXonnectTM with coloured TFT and LCD console. This, along with a host of other 60+ hi-tech features, makes the new TVS NTORQ 125 XT, the most tech-advanced scooter on sale in the country. The first-of-its-kind Voice Assist feature can now accept voice commands directly. The scooter also features the TVS IntelliGO technology with silent, smooth, and superior start-stop function. Additionally, it has lighter, sportier alloy wheel enabling to deliver enhanced vehicle performance and fuel-saving.

NTORQ Race Edition:

TVS NTORQ 125 Race Edition launched in Marine Blue colour. The TVS NTORQ 125 Race Edition Marine Blue will come packed with the best features of the Race Edition series. 60 Connected Features Powered by TVS SmartXonnect 0-60 in 9.2 seconds 3-valve 125 CVTi-Revv Engine stealth aircraft inspired styling among many others.

Jupiter Classic:

TVS Jupiter celebrated "Fastest Five Million Vehicles On Road" milestone with the launch of the New TVS Jupiter Classic.

The TVS Jupiter Classic gets a premium rendition with black theme across its mirror highlights, fender garnish, tinted visor, and a 3D black premium logo. It also gets handlebar ends, diamond cut alloy wheels, and rich dark brown inner panels. In keeping with the theme, it comes with premium suede leatherette seats with back rest. The decals, dial art depict the timeless classic charm. This variant is decked out in two exclusive colours Mystic Grey and Regal Purple. Staying true to the philosophy of Zyada ka Fayda, the variant delivers the promise of Zyada safety with disc brakes & engine kill switch and Zyada convenience with all-in-one lock, USB charger and pillion back rest making it a unique offering with style and substance.

Radeon Digi Cluster:

TVS Radeon has delighted customers with its excellent performance, best in class features and strong customer-centric designs. TVS Radeon comes with next-gen Eco thrust Fuel injection (ET-Fi) technology, which delivers 15% better mileage and enhanced engine performance, better durability, and a smoother riding experience.

TVS Motor Company launched a New TVS Radeon with 1st in segment Reverse LCD Cluster with Real-Time Mileage Indicator (RTMI). The new TVS Radeon is India's 1st 110 cc motorcycle to flaunt the multi-colour reverse LCD Cluster. Class-leading Reverse LCD cluster comes with Real-Time Mileage Indicator (RTMi) feature, which enables the user to control the mileage according to riding conditions. Apart from RTMi, there are 17 other useful features in-built into the digital cluster like Clock, Service indicator, Low battery indicator, Top Speed & Average speed.

TVS Radeon ensures the comfort for the long-distance riders owing to its longest seat in the category and a host of practical features including a USB charger. It also comes loaded with distinct Premium chrome headlamp, chrome rear view mirrors, front disc brakes and robust thigh pad design.

TVS Sport:

TVS Sport - MILEAGE KA BAAP introduced new ELS. As the record holder on mileage, the promise of mileage and remains intact, some of the key features of this new variant are: All Gear Electric Start, Fresh Colour Options All Black & All Grey, Long Seat, Black Alloy Wheels, Premium 3D chrome logo. Within 6 months of launch the new variant has sold 61k units. This delivers on its core proposition for the economy segment of an Electric Start with unbeatable mileage at an unbelievable price.

ELECTRIC - TVS iQUBE

Launched in January 2020, The iQUBE has been lauded on its dependable performance, reliable range, and silent comfortable driving experience. The connected features like turn-by-turn navigation, live charge status, geo fencing and multiple vehicle function alerts, along with the convenience of a carry along charger, have also made everyday commute much more comfortable and worry free.

The iQUBE brand was expanded into 3 offerings - the iQUBE, iQUBE S and iQUBE ST in May 2022, and was received with great excitement. The iQUBE has also expanded its presence to 130+ towns and 230+ dealers across India that offer sales and after sales service for iQUBE.

The iQUBE S was acknowledged as the "Green scooter of the year" by Autocar India.

Domestic Sales

The Company achieved sales of 25.01 lakh units against 20.37 lakh units of two-wheeler ICE in the domestic market compared to sales of 20.3 lakh units in 2021-22. The Company outperformed the broader Industry which increased by 15.5%.

In domestic motorcycles, Company achieved sales of 9.1 lakh units and registered a growth of 28.7% over 2021-22. The premium segment was affected by semiconductor shortages early in the year which the Company overcame and logged in 3.46 lakh units of sale primarily in the TVS Apache series. The Company sold 5.56 lakh units of commuter motorcycles in 2022-23 which is growth of 48% over 2021-22. The TVS Raider is the flagship executive motorcycle offering and was the primary growth driver.

In domestic scooters, the Company achieved sales of 11.49 lakh units with TVS scooters growth of 34.3%. The Jupiter brand was the primary growth driver.

International Business sales - two-wheeler and three-wheeler

The Company's two-wheeler exports in 2022-23 were 9.15 lakh units, a decline of 16% over 2021-22 due to global industry slowdown.

Three-wheeler exports during the year reached 1.53 lakh units, a decline of 6% over 2021-22.

RISKS AND CONCERNS

Environmental & Geopolitical Factors:

The geo political strife that emerged last year, though localized, had global ramifications. This situation remains persistent and unresolved. This spectre of strife hangs over the global economy and trade. Any escalation or delayed resolution would impact global liquidity, food and energy demand supply. These could adversely impact many low income and emerging markets. Even though the India story remains buoyant, the speed of growth may be impacted by global factors.

The global liquidity and inflationary trends could also lead to slowdown in private investments and consumption. These could adversely impact the global economy and slow down the Indian recovery. The Indian urban consumption which has seen a smart recovery may be susceptible to challenges on liquidity, especially in the emerging start up ecosystem. In international business, there is risk of slower than expected recovery due to currency depreciation, inflation, forex shortage and socio-political turmoil in select geographies. Additionally, the two and three wheeler export industry is influenced by changing regulatory policies in some markets like Egypt and Iraq.

Strong two wheeler markets like Sri Lanka, Bangladesh, Afghanistan and Myanmar are taking longer than expected time for recovery, owing to one or more country specific factors.

Supply Side Factors

The broader risk of supply chain disturbances is expected to be lower than previous years. However, some EV specific components may continue to face challenges leading to delayed service levels and impacted financial performance. The Company manages a diversified, multi-source, global supply chain. Any new developments arising out of geo political strife, which impact the global supply chain, causing short-term or mid-term disruptions in the supply of essential raw materials or utilities could also have an impact.

Demand Side Factors

Demand growth in India will need to be preceded by an improvement in consumer sentiment. The consumer sentiment index, though on the mend, is yet to recover to pre-COVID levels. This could be adversely impacted by slower than projected GDP growth. The consumption demand may also be impacted by persistent high inflation directly and by raising of interest rates by RBI to counter inflation.

Monsoon still delivers majority of the irrigation needs of Indian agriculture. This year due to predicted El-Nino conditions if the monsoons are less than normal, this could significantly impact and delay recovery in rural demand further.

A large section of the Indian two wheeler buyers rely on retail finance to access their mobility needs. Any increase in cost of credit could impact two wheeler Sales. Over the last few years a combination of factors have led to anywhere between 35 - 45 % increase in the price of two wheeler in India. This affordability challenge has already impacted demand. The low and mid segment of the market have low headroom for further price increases. Any further price increases would have further demand ramifications. Country specific retail prices may be adversely impacted by currency devaluations due to global inflation, supply disruptions and liquidity situation.

RISK MANAGEMENT POLICY

Company's risk management framework is well embedded and continually reviewed by the Risk Management Committee. It enables the Board, to identify, evaluate and monitor principal risks and where possible, actively mitigate the risks that could affect the achievement of the Company's target.

As a process, risks associated with the business are identified and prioritized based on the Company's overall risk appetite, strategy, severity, and probability of occurrence.

The Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor, and manage risks. The Company's Risk Management Committee is overseeing all the risks that the organization faces such as strategic, financial, market, IT, legal, regulatory, reputational, and other risks and recommends suitable action. Risk mitigation policy has been approved by the Board.

OPERATIONS REVIEW

Total Quality Management (TQM)

Total Quality Management (TQM) continues to be the key focus in the organization for performance excellence and to mitigate the business risks amidst an uncertain industry environment. This consistency has ensured the organization stays steadfast on its the growth path over the years. Digitalisation and analytics initiatives are used to continuously improve customer experience processes, and forecasting accuracy in the front end. The Company maintains a lean stock with trade and employs a cash and carry system to ensure freshness of stocks for consumers and enhanced profitability for its extended enterprise, the channel partners. Periodic Change management workshops are conducted by senior management with dealer partners to strengthen the culture of Process for Results, executional excellence through rigorous Daily Work Management towards achieving breakthrough targets on customer satisfaction, market share and profits.

Supplier excellence team is a continuous program to institutionalize the TVS production system amongst suppliers. The objective is to improve maturity levels, Quality and Delivery performance ratings of selected prioritized suppliers through establishing sustainable manufacturing system and focused war on waste. New age tools like Vision AI and predictive maintenance algorithms are some of the best practices being horizontally deployed. This program will be extended to an expanded number of suppliers this year. CoP (Community of Practice) groups are informally bound together by shared expertise and passion in a specific area. CoPs of OR, TRIZ and Taguchi methods are being leveraged to drive strategy, solve complex problems quickly, optimise solutions, transfer best practices, develop professional skills and competencies across the Company. CoP projects are aligned towards achievement of business objectives. Total Employee Involvement culture was significantly permeated towards profitability of the organization by promoting 'Profit Improvement Plan' initiatives. Theme of 'waste elimination' in areas of inventory management and asset management helped the Company to significantly enhance working capital management.

Cost Management

The Company is committed to delivering a value intensive offering to the consumers. This ensures that the Company continually focus on aggressive waste elimination with quality upgradation through value engineering, modularity, light weighting, alternate material, alternate sourcing, localization and process innovation. This is done not only within the Company but across the entire supply chain, via productivity improvements and process improvements and low cost automation.

The Company's focus is reflected by each of its employees leading to one of the most prolific Employees suggestion programme, in the industry. Workmen, executives and managers significantly focused on implementing cost reduction towards operational improvements and waste elimination during the year.

In the area of fixed cost increasing digitalization of internal processes are employed to eliminate waste and enhance speed.

This rigorous focus on cost management has allowed the Company to withstand the commodity price inflation, and yet deliver its highest ever profit performance while delighting consumers as evidenced in the JD Power APEAL and IQS study wins.

Research and Development

The Company has a strong philosophy of Design, Technology and is committed to "Make in India". The Company is continually investing in building upon its world class in-house skill set on technology research, product design and development. The Company prioritizes building core technology for EV, such as battery, e-power train, controller. The Company also recognizes that the future is connected and hence is significantly building capabilities in Telematics, OTA, smart connected cluster & infotainment, connected services, cyber security, and Software product platform. The Company's R&D retains its key focus on in-depth customer understanding, technology development and design innovations, while adding an agile, vigorous trans disciplinary approach towards creating the future of mobility solutions led by cutting-edge, deep technology innovations. This is evidenced by more than 900 cumulative domestic patents granted. The Company's R&D remains one of the most prolific generator of innovations patents, not only in India but globally.

In 2022-23, TVS R&D demonstrated prowess in new launches TVS Ronin and upgraded generation of smart electric scooter platform TVS iQube.

TVS Ronin is a motorcycle with Glide through technology, modern functionality, ride modes, energetic, state-of-the-art-connectivity and mood ready performance, that created a new genre of motorcycling.

TVS iQube is a smart electric scooter platform with three variants that offer a variety of capabilities like additional range, TFT touchscreen, Alexa integration, OTA update, extra storage space and bright colours. Refresh and upgrades with enhanced features are also launched to improve customer experiences in entire range of the Company's products.

The R&D team is working on several cutting-edge technologies for the near- and long-term requirements of the Company's business plans considering emerging mobility needs, superior customer experience, advanced safety systems and sustainability. Research focus is aligned to chosen fields of science and engineering in order to be 22 future ready. The Company also actively participates in the development of the supply chain in India.

TVS Racing, an arm of the R&D department, had a very successful season 2022 with 95% podium finish in all the races it participated. It created records through the debut of Asia One-Make championship, with a homegrown development of a special racing bike. The Company benefits immensely from the close collaboration between the racing team engineers and product development engineers in developing cutting-edge products and relevant technologies using Motor sports as a greater opportunity.

Digital and AI Technologies

The Company considers Digital & AI as a key organization wide accountability area. Currently, it prioritizes digitalizing the Company's operations in customer experience, sales and retail management, manufacturing and supply chain, new product introduction and enterprise functions. The Company embarked the TVSX verse program which focus on several opportunities to map and improve customer journeys, experience and consequently revenue. The Company is prioritizing activation of these projects in 2023-24. Further, the Company is expanding to Xverse phase 2 this year to include three-wheeler, commercial and international business customers.

Customer-facing digital assets were significantly strengthened in 2022-23. Improving the effectiveness of engaging and converting digital prospects. The Company leveraged AI tools such as lead classification engines and recommender systems, in conjunction with designed experiments, were fine-tuned to increase sales volumes. Similar initiatives were also undertaken in the after sales area. Vehicle service volumes increased through usage of new age tools like WhatsApp based chatbot for service booking and through AI deployment in service prediction models. Further, the Company revamped its digital assets and algorithms for the parts segments and strengthened its channel partner systems to improve parts sales and operations performance.

Having completed the industry 4.0 maturity assessment in 2022-23, the Company is implementing the Sales and Operations (S&OP) program in 2023-24 through a new software and associated process reengineering. The Company has started a multi-year NPI digitalization program to improve time to market of its new products. Further, the Company strengthened its usage of computer vision AI to detect quality issues in several areas like packaging, engine assembly conveyor uptime and painting effectiveness. Business operations workflows across the organizations are being automated or supported with modern applications increasing their efficiency and quality.

Both IT and OT security were improved in line with its plans on information security governance. The Company continued to leverage the cyber-security governance council, consisting of senior management and industry experts, to expand the coverage of cyber defences and has integrated this with the data privacy program for coordinated capability improvements for itself and the group companies. Similarly, the Company also leveraged its digital and AI capabilities to improve the operations of its subsidiaries. SAP ERP was implemented for The Norton Motorcycle Co Limited, UK and being modernized for Swiss E-Mobility Group (Holding) AG, Switzerland (SEMG), Product lifecycle management software is being upgraded for Norton. Websites of EGO movement and SEMG, are being fine-tuned for the sales season. In 2022-23, the Company is integrating its digital and AI investments to holistically enable capabilities for the group wide digital transformation.

INTERNAL CONTROL AND THEIR ADEQUACY

The Board is accountable for evaluating and approving the effectiveness of the internal controls, including financial, operational and compliance. Company has a proper and adequate internal control system to ensure that all its assets are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. The internal control system is subject to continuous improvement, with system effectiveness, assessed regularly. Information provided to management is reliable and timely. Company ensures the reliability of financial reporting and compliance with laws and regulations.

Company is strengthening the controls by leveraging technology and centralizing processes, enhancing monitoring and maintaining effective tax and treasury strategies. The Audit Committee continues to monitor the effectiveness of internal control through the use of new technologies that impact the financial controls and reporting enterprise risk. The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls, and anti-fraud framework. The framework is reviewed regularly by the management and tested by an independent audit firm as well as internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

Environment, Occupational Health & Safety:

In recognition of the Company's efforts on Environment protection, Government of Tamil Nadu & Tamil Nadu Pollution Control Board (TNPCB), have awarded the Company's Hosur plant the "Green Champion Award". Company's Mysuru Plant has won State Level Safety Award and District Level Safety Award for 2022-23, from the Department of Factories Boilers Industrial Safety and Health, Government of Karnataka. Additionally, the Company has been awarded the "Sustainability 4.0: Challengers Award-Mega Large Business, Automotive sector" by Frost & Sullivan and TERI. Hosur plant was assessed for Sustainability by BMW team and summarised the outcome as - "Very positive overall picture".

Company's manufacturing facilities at Hosur, Mysuru & Nalagarh have been certified under "Integrated Management System" of ISO 14001:2015 & ISO 45001:2018. These facilities are also certified under "Social Accountability Standard", SA 8000: 2014. Canteen facilities at Hosur & Mysuru plant are certified under Food Safety Management system, ISO 22000:2018.

Water conservation measures taken up by the Company has resulted in 12% reduction of specific water consumption with reference to previous year. The Company's approach has been "Demand side Water management" which best utilizes the available water. During 2022-23, about 22 million litres of rainwater was directly harvested at Hosur plant. On "World Environment Day-2022", towards preserving Biodiversity, 50 different varieties of RET (Rare, Endangered and Threatened) plant species were planted at Hosur. Continuing its efforts towards RE-100 (Renewable Energy-100%), during FY 2022-23, renewable power contribution of about 88% in overall share of power was achieved. Usage of renewable energy resulted in CO2eq (Carbon dioxide equivalent) emissions reduction of about 67,000 tonnes. Towards air pollution abatement, RTO (Regenerative Thermal Oxidizer) was installed in 3-Wheeler plant which destroys volatile organic compounds. The waste heat generated during the abatement process is being reutilised. Initiatives are also taken to install "Emission Control Device" in DG sets which captures upto 70% particulate matter.

Under Extended Producer Responsibility (EPR), 494 tonnes of post-consumer plastic waste across India was collected & recycled. The Company continues to co-process chemical and paint sludge at cement industries.

As part of continuous improvement in safety, 680 proactive hazard control measures have been implemented across plants viz., equipment safety features for ROBOTs and COBOTs in line with ISO standards, fire protection measures for battery assembly and cell storage areas. The overall "Plant Safety Rating System" (PSRS) score, which is a lead measure of safety performance among plants, has improved by 21%. Periodical safety trainings have been organized and around 11,000 employees were covered on various safety topics. This includes road safety experiential training program in which 697 employees were trained on 2W defensive riding skills with VR simulator.

The Company collaborated with dss+ Operations Management Consulting, leaders in the Protect, Transform, and Sustain approach, to revitalize our safety culture. The Company has introduced the "TICK" program (Transform, Inspire, Commit, Keep-up) throughout our organization. This initiative is led by the line leadership of the organization to establish a strong safety governance process, develop capabilities of the operating team, and drive change in the safety mindset of every single individual to work safely every day." TVS Motor Company Nature Conservation Project: The bio-reserve in the Company's campus of Hosur has been declared as OECM (Other effective area-based conservation 23 measures) by the Govt. of India's Ministry of Environment, Forest and Climate Change (MoEFCC) and National Biodiversity Authority of India (NBA) as well as the United Nations Development Programme (UNDP) - the first automotive company in India and first of any campus in Tamil Nadu to receive this award. Surveys made at this campus have yielded 506 species of animals, (including 150 species of birds, 36 species of reptiles, 20 species of mammals and 94 species of butterflies) and 815 species of vegetation supported by 10 water bodies.

The Company has expanded this initiative by committing that all it's manufacturing campuses must maintain 30% green area of which 15% must be native forest. To meet this requirement, planting of suitable native vegetation, creation of waterbodies and provision of food (when needed) for some of the denizens, is faithfully implemented to support the local flora and fauna. The Company has qualified dedicated Naturalist to care for and nurture these forests and their wildlife under the guidance of a specifically appointed Forest Consultant.

The strict emission control policies practised here only furthers the intensity of the commitment that the Company has towards the natural environment and consequently, to the society. This unique set-up, unusual in an industrial environment makes the plant campuses exemplary, where, industry supports and promotes wildlife and the environment - a rare but increasingly essential combination in today's world.

Taking this nature consciousness to the young is the driving force behind the "TVS Greening Minds Education Programme". To further the efficacy of nature conservation and promotion, the Company initiated the induction of Environmental Education into the forest project in the TVS Mysore campus.

The project is being currently conducted through multiple government schools located within accessible radius of the Company factory in Byathahalli, Mysuru. Students are exposed to two major, critical topics during their two-year period. The program comprises of Teacher's Orientation workshops, Student's Orientation workshops and follow-up classes. The current programme is intended to increase the target groups' understanding of living nature, natural resources, biodiversity conservation, pollution, and climate change. The efforts are towards developing a positive, proactive attitude towards the protection of the environment. The program is currently being conducted by the Centre for Environmental Education (CEE), Bangalore, as consultant organization.

HUMAN RESOURCE DEVELOPMENT (HRD)

Constituents of Human Resources Development framework followed at the Company include Talent Management, Employee engagement, Performance management, Talent Acquisition, Total rewards, Learning and Development, Career & Succession planning, Organization Development and Diversity & Inclusion.

The Company has been recognized amongst the "Best Company for Women in India", it ranks 13th across all companies across all industries.

The Company has also been certified as a "Great Place to Work" by GPTW.

Towards delivering sustained and improved results, the HRD framework constituents follow a structured approach. Current and future skill-based competency development is planned and executed through both in-house and globally acclaimed programs, continuing education, challenging project assignments and job rotation.

The Company is successfully expanding into future technology areas. The relatively new Future Mobility vertical is building talent depth in the areas of connected services, autonomous driving, charging technology etc.

TVS Institute of Quality & Leadership (IQL) focusses on building cultural capabilities, collective capabilities, supporting strategy delivery and enhancing sustainability. IQL initiated key learning solutions such as courses for future mobility, Communities of Practice (CoPs) for business impact in strategic areas, leveraging digital technologies for skill training, dojo centre for collective capability and Conferences to enhance momentum for learning as a community. The Academy for Pedagogical Excellence was launched this year to develop capability for creating superior learning engagement, learning effectiveness, role effectiveness, future readiness, and business impact. TVS Institute of Quality & Leadership (IQL) was awarded the Performance Level Certification by the Global Council of Corporate Universities (Global CCU) through an onsite audit during September 2022. Only 8 Corporate Universities across the globe have achieved this distinction The Company expanded its usage of TVS Sampark, the mobile super application for its employees, by adding several self-serve and learning modules. It further strengthened employee experience through additional capabilities enabled through collaboration and cloud software.

The Company is committed to creating a psychologically safe workplace and has partnered with 'NIMHANS' and 'Your Dost' to curate Employee Assistance Programme (EAP) offering employees and families to confidentially discuss the subjects concerning their well-being with industry experts.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing the Company's objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include, amongst others, economic conditions affecting demand/ supply and price conditions in the domestic and overseas market in which the Company operates, changes in the Government Regulations, Tax Laws and Other Statues and incidental factors.

5. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 (the Act, 2013) with respect to Directors' Responsibility Statement, it is hereby stated-i. that in the preparation of annual accounts for the financial year ended 31st March 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 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 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 financial year ended 31st March 2023 on a "going concern basis"; v. that the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. that 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.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR activities have already been textured into the Company's value system through Srinivasan Services Trust (SST), established in 1996 with the vision of building self-reliant rural community.

Over 27 years of service, SST has played a pivotal role in changing lives of people in rural India by creating self-reliant communities that are models of sustainable development. The Committee formulated and recommended a CSR Policy in terms of Section 135 of the Act, 2013 along with a list of projects / programmes to be undertaken for CSR spending in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The projects / programmes undertaken by SST and other eligible Trusts are falling within the CSR activities as specified under Schedule VII to the Act, 2013.

Based on the recommendation of the CSR Committee, the Board has approved the projects/programmes carried out as CSR for an amount of $ 19 Cr for undertaking similar programmes / projects constituting more than 2% of the average net profits of the Company, made during the three immediately preceding financial years, towards CSR spending for the financial year 2022-23 and the Company has met the

CSR spending through SST. CFO of the Company has also ensured the spending through SST for FY 2022-23. The work, SST has been doing, has matured into a model centered on community participation in all its projects. SST's focus is to bring about sustainable development in villages. The key focus areas are women empowerment, repairing and renovating the village government infrastructure like the balwadis, primary schools, health centres and veterinary centres, creation of water conservation structures, desilting of water bodies and preserving the environment. SST encourages the community to alter their attitudes and take ownership of changes that bring about lasting development. To bring in expertise in specific intervention areas like education, health and hygiene, SST is working in collaboration with organizations like Agastya International Foundation, Villmart, Navsahyog Foundation, Gramalaya. All of the projects undertaken through SST, are within the limit of $ 1 Cr individually and do not require impact assessment.

However, an impact study carried out by Institute of Rural Management (IRMA), Anand has revealed that in the villages in Tiruvannamalai district, where SST has been working, shows an household income growth of about 141% in 5 years (2017-2022) as compared only to a 38% household income growth in neighbouring areas.

The study also highlights the overall behavioural changes in the community in their approach to development in being more independent and adopting sustainable approaches rather than over dependence on external factors to bring about the change.

Another study by the Centre for Water Resources (CWR), Anna University on 3 minor irrigation (MI) tanks in Krishnagiri, Tiruvannamalai and Tirunelveli districts revealed that partial desilting of water bodies has made the water available for more than one cropping season 79% of farmers adopted changes in the cropping pattern and cultivating more than one season. The underground water storage capacity has improved and there is an increase in water level in bore wells and open wells in the area.

As required under Section 135 of the Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual Report on CSR, containing the particulars of the projects / programmes approved and recommended by the CSR Committee and approved by the Board for the financial year 2022-23 are given by way of Annexure IV attached to this Report.

It may also be noted that the CSR Committee has approved the projects or programmes to be undertaken by the SST and other eligible trusts for the year 2023-24, preferably in local areas including the manner of execution, modalities of utilisation of funds and implementation schedules and also monitoring and reporting mechanism for the projects or programmes, as required under the Companies Amendment Act, 2020.

7. FINANCIAL PERFORMANCE OF SUBSIDIARIES & ASSOCIATES

Acquisitions

During the year under review, the Company has acquired 70% stake in EBCO Limited, UK, dedicated for producing and distributing electric bikes designed for the rapidly expanding British e-bike market, through TVS Motor (Singapore) Pte Ltd. on 1st April 2022 and 100% stake in Alexand'RoEdouard'O Passion V?loS?rl ("Passion V?lo"), primarily engaged in the sale of e-bikes as well as e-bike accessories, through Swiss E-Mobility Group (Holding) AG on 12th April 2022.

The Company has also acquired 48.27% stake in DriveX Mobility Private Limited, Coimbatore on 15th October 2022, engaged in selling, trading, and distributing pre-owned two-wheelers.

The Company has also acquired 100% stake in Celerity Motor GmbH, Germany for undertaking activities related to two-wheeler& three-wheeler vehicles, including Research, Development, Engineering, sales and service thereof, through TVS Motor (Singapore) Pte Ltd. on 6th December 2022. The Company has also acquired 19.60% stake in ION Mobility Pte Limited, Singapore, a tech and automotive OEM startup, which aims to create and deliver aspirational and sustainable mobility and energy solutions to customers across South-East Asia, (through TVS Motor (Singapore) Pte Ltd on 2nd February 2023).

Disinvestments

During the year under review, the Company has divested the entire shareholding in Intellicar Telematics Private Limited (Intellicar) a wholly owned subsidiary on 24th May 2022 and thereby Intellicar and its wholly-owned subsidiary, Intellicar Singapore Pte. Ltd., ceased as subsidiaries of the Company effective that date.

The Company has also disinvested its entire shareholding held through Sundaram Auto Components Limited (SACL), a wholly owned subsidiary of the Company, in a material step-down subsidiary viz., Sundaram Holding USA Inc., USA (SHUI), to Sundaram-Clayton Limited (SCL), the holding company on 22nd September, 2022. Consequently, SHUI has ceased as a subsidiary of SACL and also of the Company and SHUI's subsidiaries in USA viz., Green Hills Land Holding LLC, Component Equipment Leasing LLC, Sundaram-Clayton USA LLC and Premier Land Holding LLC also ceased as subsidiaries of the Company, effective that date. The following companies and bodies corporate are the subsidiaries / associates of the Company:

Subsidiaries

1. TVS Credit Services Limited (TVS CS), Chennai

2. Sundaram Auto Components Limited (SACL), Chennai

3. TVS Housing Limited, Chennai

4. TVS Motor Services Limited, Chennai

5. Intellicar Telematics Private Limited, Bengaluru (Intellicar) [upto 24.05.2022]

6. TVS Electric Mobility Ltd, Chennai

7. PT TVS Motor Company Indonesia, Jakarta.

8. TVS Motor (Singapore) Pte. Limited, Singapore (TVSM Singapore)

9. TVS Motor Company (Europe) B.V., Amsterdam

Subsidiaries of SACL (upto 22.09.2022)

10. Sundaram Holding USA Inc, Delaware, USA

11. Green Hills Land Holding LLC, South Carolina, USA 12. Components Equipment Leasing LLC, South Carolina, USA

13. Sundaram - Clayton (USA) LLC, South Carolina, USA 14. Premier Land Holding LLC, South Carolina, USA

Subsidiaries of TVS CS

15. Harita ARC Private Limited, Chennai

16. TVS Housing Finance Private Limited, Chennai 17. Harita Two-wheeler Mall Private Limited, Chennai

Subsidiaries of TVSM Singapore

18. The GO Corporation, Switzerland (GO AG)

19. Swiss E-Mobility Group (Holding) AG, Switzerland (SEMG) 20. The Norton Motorcycle Co Limited, UK

21. TVS Digital Pte Ltd, Singapore 22. EBCO Limited, UK

23. Celerity Motor GmbH, Germany (From 06.12.2022)

Subsidiaries of GO AG

24. EGO Movement, Stuttgart GmbH, Germany

Subsidiaries of SEMG

25. Swiss E-Mobility Group (Schweiz), Switzerland 26. Colag E-Mobility GmbH, Germany 27. Alexand'RoEdouard'O Passion V?loS?rl (From 12.04.2022)

Subsidiary of Intellicar

28. Intellicar Singapore Pte Ltd [upto 24.05.2022]

Associates

1. Emerald Haven Realty Limited, Chennai and its subsidiaries

2. Ultraviolette Automotive Private Limited, Bengaluru

3. Tagbox Solutions Private Limited, Bengaluru

4. DriveX Mobility Private Limited, Coimbatore (From 15.10.2022)

Associates of TVS Digital Pte Ltd:

1. Tagbox Pte Limited, Singapore

2. Predictronics Corp., USA

3. Scienaptic Systems Inc., USA

4. Altizon Inc, USA

Post 31st March 2023, the following acquisitions were made by the Company through its overseas subsidiary: Killwatt GmbH, engaged in development, design, manufacture, sale and distribution of high-tech products and components in the field of personal e-mobility, inter alia, two-wheeler and three-wheeler vehicles. The Company has obtained 25% stake in Killwatt through its subsidiary, TVS Motor (Singapore) Pte Limited, by way of subscription to newly issued shares of Killwatt GmbH on 14th April 2023.

PERFORMANCE OF SUBSIDIARIES

TVS Credit Services Limited (TVS CS)

TVS CS is the retail finance arm of the Company for financing of two wheelers. TVS CS is a Non-Banking Finance Company catering to financing of retail focussed products such as two-wheelers, used cars, used and new tractors, used commercial vehicles, consumer durables, digital finance products and personal loans. TVS CS primarily caters to self-employed, new to credit borrowers in the semi-urban and rural areas in the country.

During the year 2022-23, TVS CS's overall disbursements registered at $ 21,652 Cr as compared to $ 12,533 Cr in the previous year registering growth of 73%.

During the year under review, the assets under management are around $ 20,602 Cr as against $ 13,911 Cr during the previous year registering a growth of 48%.

Total income during the financial year 2022-23 increased to $ 4,160 Cr from $ 2,755 Cr during the financial year 2021-22, an increase of 51% over previous year. The profit before tax after exceptional items for the year stood at $ 511 Cr as against $ 151 Cr during the previous year registering a growth of 238%.

The following companies are the subsidiaries of TVS CS.

1. Harita ARC Private Limited, Chennai

2. TVS Housing Finance Private Limited, Chennai

3. Harita Two-wheeler Mall Private Limited, Chennai All the above subsidiaries are yet to commence their operations.

Sundaram Auto Components Limited (SACL)

The total income of SACL was $ 787 Cr in the current year as against $ 608 Cr in the previous year 2021-22. SACL earned a profit before tax of $ 24.08 Cr after incurring an exceptional cost of $ 1.87 Cr during the year 2022-23 as against profit of $ 4.30 Cr in the previous year after exceptional cost of $ 6.00 Cr. Exceptional cost includes separation cost. SACL is a wholly owned subsidiary of the Company.

TVS Housing Limited (TVSH)

TVS Housing Limited is a wholly owned subsidiary of the Company.

TVS Motor Services Limited (TVS MS)

TVS MS was incorporated as the investment SPV of the Company, for funding TVS Credit Services Limited (TVS CS). TVS MS now holds 0.48% only in TVS CS and TVS MS continues to be a wholly owned subsidiary of the Company. On 28th March 2023, TVS MS allotted 5 Cr Optionally Convertible Redeemable Preference Shares (OCRPS) of face value of $ 10 each at par, aggregating to a total sum of $ 50 Cr to the Company on a Preferential Placement Basis.

TVS Electric Mobility Ltd, Chennai (TVSEM)

TVSEM was incorporated on 13.12.2021 to undertake Electric Mobility business. The entire shares of TVSEM have been subscribed by the Company and hence, TVSEM is a wholly owned subsidiary of the Company. The Company is yet to commence its operations.

TVS Motor Company (Europe) B.V.

TVS Motor Company (Europe) B.V. was incorporated with a view to serve as a special purpose vehicle for making and protecting the investments made in overseas operations of PT TVS.

TVS Motor (Singapore) Pte. Ltd

TVS Motor (Singapore) Pte Limited, is a wholly owned subsidiary of the Company.

During the year, the Company has invested a sum of SGD 91.53 Mn in the ordinary shares of Sg $1/- each of TVS Motor (Singapore) Pte Limited.

The Company serves as a special vehicle for investments made in overseas subsidiaries / associates.

TVS Digital Pte Ltd, Singapore

TVS Digital Pte Limited, Singapore is a wholly owned subsidiary of TVS Motor (Singapore) Pte Limited. The Digital start-up offers a range of solutions across their Auto-tech and Fintech platforms and have secured clients in Bangladesh, Bolivia, India, Indonesia, Nepal, Philippines and Singapore. The product offerings centre around Credit Decisioning and Collections in Fintech and a suite of Sales acceleration and Consumer Experience enhancements apps in the Auto-tech platform that is also finding applicability in Real Estate and B2B businesses.

Revenue streams have commenced and the team is now focused on exponential growth through scale and adoption to help deliver focused unit economics objectives.

PT. TVS Motor Company Indonesia (PT TVS)

During the year under review, PT TVS recorded sales of 19,096 nos. of three wheelers as against 11,043 nos. of sales during the previous year (growth of 73%) and 88,067 nos. of two wheelers as against 86,025 nos. in last year, thereby registering a growth of 2%.

The growth in sales numbers, coupled with effective management of fixed costs enabled PT TVS to achieve 27

EBITDA of USD 8.3 Mn. (7.9% on turnover) as against USD 5.3 Mn. (6.4% on turnover) in last year. PT TVS has posted Operating PBT of USD 5.6 Mn. for the full year.

Swiss E-Mobility Group (Holding) AG (SEMG)

During the previous year, the Company acquired majority stake in Swiss E-Mobility Group and its subsidiaries viz., Swiss E-Mobility Group (Schweiz) and Colag E-Mobility GmbH through TVS Motor (Singapore) Pte Ltd.

The acquisition reaffirms the Company's commitment to expansion in Europe, largest eBike market outside of China, through a portfolio of premium and technology leading brands including EGO Movement.

SEMG is a market-leading provider of e-mobility solutions within the DACH region, operating the largest pure-play ebike retail chain m-way in Switzerland. SEMG currently has a physical network of 33 stores at strategic locations across Switzerland and two online e-commerce platforms for distribution of its products.

SEMG has strong omni channel distribution and aspirational brands, including Cilo, Simpel, Allegro and Zenith-Bikes. SEMG is No. 1 in Switzerland with a market share of 20%. During last calendar year 2022, SEMG Group reported a revenue of USD 69.5 Mn and a loss of USD 11.2 Mn. With further growth planned on physical stores and expansion further into the DACH region, the expected revenue for the current calendar year 2023 is around USD 104 Mn. SEMG acquisition gives an opportunity to grow in personal mobility business including e-kick scooters and e-cargo bikes which are emerging trends.

E-bikes are emerging as the leading personal mobility solution in Europe due to the increased ease of usage, regulatory support and overall perception as a sustainable form of transport. With a current penetration of approximately 15% of the total bicycle population in Europe and growing at a CAGR of ~18%, the market for the e-bicycle holds significant growth potential. The global Industry for E-bikes is expected to touch USD 25 bn in 5 years.

This acquisition of eBike business having a good market share and opportunity to drive further value will augur well for the Company in the long run.

The GO Corporation, Switzerland (the GO AG)

In September 2021, the Company acquired majority stake in the GO AG, Switzerland and its subsidiary EGO Movement through TVS Motor (Singapore) Pte Ltd.

Over the past decade, the personal mobility landscape has evolved significantly with the global sustainability agenda, increasing urbanisation and advancement in battery technology.

EGO Movement's product portfolio focuses on delivering sustainable products with the latest technology and stylish designs. A powerful battery is blended harmoniously into the frame, whose ergonomic design allows for a comfortable upright sitting position. In addition, EGO Movement's connectivity platform is enhancing security and convenience for the vehicle's user with smart features such as keyless-go, GPS location with theft alarm and access-sharing. The unique and innovative design philosophy has earned the company multiple awards, including the prestigious Red Dot Award and in 2022 the German Brand Award.

This acquisition is in line with the Company's commitment towards electrification and the broader sustainability agenda for building an aspirational product portfolio while nurturing sustainable and scalable brands. EGO Movement is a Swiss technology company providing innovative mobility solutions through a portfolio of e-bikes, e-cargo bikes and matching accessories.

EGO Movement has a strong presence in Europe with customer-centric products, a unique omnichannel network and a visionary team at its helm.

The Norton Motorcycle Co Limited, UK)

During the financial year 2022-23, The Norton Motorcycle Co. Limited (UK) (Norton) has started handing over the bikes to the customers from the new state-of-the-art facility established in Solihull, United Kingdom.

Norton has launched new 'Commando 961 Sports' bike with completely redesigned components. A clear distribution strategy has been established with plans to have a mix of sales direct to customer and through dealers. It has already set up few dealers in United Kingdom and has formed or firmed up its product plan with a series of new products to be launched in coming years catering to various markets and segments in the premium motorcycle market.

Norton will continue to focus on improving the quality standards and supply chain as it steps ups the production volumes and for the new products in the coming years as part of its journey of relaunching this iconic brand to its rightful place at the global level.

Associates:

Emerald Haven Realty Limited (EHRL)

During the year, EHRL registered a sales booking value (BV) of $ 930 Cr - the highest ever annual sales BV in the history of EHRL, with a growth of 189%, backed by strong sales across new launches and sustenance projects EHRL a worked on various value engineering measures to control operating and fixed costs, which helped in the operating performance of the Company.

EHRL completed 4 land acquisitions across Chennai and Bangalore with a sales BV potential of $ 1250 Cr for the year under review. The Company has completed development of 2.4 million Sft till date and the balance area under development as on date is 6.25 million Sft.

Subsidiaries of EHRL

1. Emerald Haven Development Limited;

2. Emerald Haven Projects Private Limited;

3. Emerald Haven Life Spaces (Radial Road) Limited;

4. Emerald Haven Realty Developers (Paraniputhur) Private Limited;

5. Emerald Haven Property Development Limited;

6. Emerald Haven Town and Country Private Limited;

7. Happiness Harmony Property Developers Private Limited; and

8. Emerald Haven Towers Limited.

Ultraviolette Automotive Private Limited (UV)

UV incurred a loss of $ 9.03 Cr in the year 2022-23 as against loss of $ 2.53 Cr in the previous year 2021-22. UV is a startup company engaged in developing electric mobility solutions.

Tagbox Solutions Pvt Ltd, India / Tagbox Pte Ltd, Singapore (Tagbox)

Tagbox is a start-up company which provides an IoT based monitoring solution to predict and prevent unfavourable events, optimize reefer fleet and routes and manage inventory. The total income of Tagbox was at $ 5.58 Cr in the current year as against $ 7.24 Cr in the previous year 2021-22. Tagbox incurred a loss of $ 4.82 Cr in the year 2022-23 as against the loss of $ 2.71 Cr in the previous year 2021-22..

DriveX Mobility Private Limited (DriveX)

DriveX incurred a loss of $ 11.12 Cr in the year 2022-23 as against loss of $ 2.75 Cr in the previous year 2021-22. DriveX is engaged in leasing two-wheeler motor cycles and scooters; and selling, trading, and distributing preowned two-wheeler motor cycles and scooter.

Predictronics Corp, (Predictronics) USA

Predictronics is a start-up company engaged in predictive analytics solution for critical assets, vertical software for industrial robots and consulting services. Revenue of Predictronics was at $ 5.72 Cr in 2022-23 as against $ 7.01 Cr in the previous year 2021-22. Predictronics made a loss of $ 4.88 Cr in the year 2022-23 as against a loss of $ 2.76 Cr in the previous year 2021-22.

Scienaptic System Inc (Scienaptic), USA

Scienaptic is a start-up company engaged in explainable AI powered Advanced underwriting decisioning platform. They have more than 115 clients currently and have established a niche market with SME Credit Unions in the US. They are now breaking even as part of their focused efforts around unit economics. Total income of Scienaptic was at $ 36.12 Cr in 2022-23 as against $ 28.90 Cr in the previous year 2021-22. Scienaptic incurred a loss of $ 17.10 Cr in the year 2022-23 as against loss of $ 24.10 Cr in the previous year 2021-22.

Altizon Inc, (Altizon) USA

Altizon is a start-up company which provides industrial IoT solutions and helps enterprises use machine data to drive business decisions. Featured in the top 10 IiOT platform's globally and in the Gartner Magic Quadrant consistently, they are breaking even as part of their focused efforts around unit economics. Total income of Altizon was at $ 7.22 Cr in the current year as against $ 4.03 Cr in the previous year 2021-22. Altizon incurred a loss of $ 2.33 Cr in the year 2022-23 as against loss of $ 6.54 Cr in the previous year 2021-2022.

KEY FINANCIAL RATIOS

As required under Regulation 34 of the Listing Regulations, there was a significant change in Interest Service Coverage ratio, Net Profit Margin and Return on Networth. Details of changes are:

Improvement in the above ratios reflect better operational performance.

NON-CONVERTIBLE DEBENTURES

During the year under review, the Company issued 12,500 Rated, Unsecured, Redeemable, Floating rate, Non-Convertible Debentures (NCDs) having a face value of $ 1,00,000 (Rupees One Lakh only) each aggregating to $ 125 Cr (Rupees One Hundred and Twenty Five Crores only) and the allotment was made on 14th March 2023. The NCDs were listed on the National Stock Exchange of India Limited on 15th March 2023. The above NCDs were issued at a coupon rate i.e., sum of Benchmark Rate and spread of 140 basis points, payable on Coupon Payment Dates. Benchmark Rate is Repo Rate as declared by RBI and revised from time to time. Benchmark Rate (Repo Rate) was 6.50% as on date of issue. Thus, initial coupon rate as on date of issue was 7.90 % p.a. and redeemable at the end of 3rd year. The Company had earlier issued and allotted 5,000 Listed, unsecured, redeemable, non-convertible debentures (NCD) of facevalue of $ 10 Lakhs each on 15th May 2020 aggregatingto $ 500 Crores at 7.5% p.a. and the same will be redeemed on or before 15th May 2023.

8. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of the Act, 2013 read with the Companies (Accounts) Rules, 2014 and Regulation 33 of the Listing Regulations along with a separate statement containing the salient features of the financial performance of subsidiaries / associates in the prescribed form. The audited consolidated financial statements together with the Auditors' Report form part of the Annual Report. The financial statements of the subsidiary companies will be made available to the Shareholders, on receipt of a request from any Shareholder. The financial statements of the subsidiaries have also been placed on the website of the Company. This will also be available for inspection by the

Shareholders at the Registered Office during business hours as mentioned in the Notice of AGM.

The consolidated Profit Before Tax of the Company and its subsidiaries & associates amounted to $ 1936 Cr for the financial year 2022-23 as compared to $ 1,067 in the previous year.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

Special Recognition to Mr Venu Srinivasan, Chairman Emeritus & Managing Director

Mr Venu Srinivasan was honoured with the Outstanding Institution Builder of the year by AIMA (All India Management Association) at its 13th Managing India Awards in recognition of excellence in Business Leadership and Management and his significant contributions in building and shaping an institution, driving its growth, and creating a lasting legacy.

Special Recognition to Prof. Sir Ralf Dieter Speth, Chairman

Prof. Sir Ralf Dieter Speth, was admitted as a Fellow of the Royal Society, United Kingdom for his contributions in the field of Science.

He was also conferred with an Honorary Doctorate in the field of Science (Doctor of Science, honoris causa) from the University of Warwick, United Kingdom. The honorary degree was conferred by the University of Warwick Chancellor Baroness Catherine Ashton of Upholland.

Directors' appointment / re-appointment / cessation

Mr Sudarshan Venu, Managing Director (MD) of the Company was re-appointed for a further term of five years from 01.02.2023 to 31.01.2028 including payment of remuneration and the same was approved by the shareholders through Postal Ballot on 14th June 2022. Approval of the Central Government was also received on 26th September 2022, being a non-resident. During the year under review, Mr H Lakshmanan, director, expressed his unwillingness for being re-appointed at the AGM held on 27th June 2022, due to old age and hence, not reappointed. The vacancy of the retiring director was not filled up by the shareholders.

In terms of the provisions of sub-section (6) read with explanation to Section 152 of the Act, 2013, two-thirds of the total number of Directors i.e., excluding IDs, are liable to retire by rotation and out of them, one-third is liable to retire by rotation at every AGM. Accordingly, Prof Sir Ralf Dieter Speth, Chairman and Mr Sudarshan Venu, Managing Director, are liable to retire by rotation, at the ensuing AGM.

The Directors have recommended their re-appointment for the approval of shareholders. Brief resume of the Directors are furnished in the Notice convening the AGM of the Company.

Independent Directors (IDs)

All IDs hold office for a fixed term of five years and are not liable to retire by rotation.

During the year under review, the Board appointed Mr B Sriram, as Non-Executive Independent Director (NE-ID) on the Board at its meeting held on 24th January 2023, on the recommendation of the Nomination and Remuneration Committee, for a term of five consecutive years effective 24th January 2023. The shareholders have approved his appointment by way of special resolution through postal ballot on 9th March 2023.

The appointment of new directors are recommended by the Nomination and Remuneration Committee ('NRC') on the basis of requisite qualifications, skills, proficiency, experience, expertise in industry knowledge and competencies as identified and finalized by the Board considering the industry and sector in which the Company operates.

The Board, on the recommendation of the NRC, independently evaluates and recommends to the shareholders.

In the opinion of the Board, the Independent Directors appointed during the year are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields.

On 5th March 2019, the IDs viz., M/s. T Kannan, C R Dua and Hemant Krishan Singh were reappointed for the second term of 5 consecutive years from 14th July 2019. Mrs Lalita D. Gupte and Mr R Gopalan, were appointed as Additional and Independent Directors for a term of 5 years by the Board at its meeting held on 23rd October 2018 and 30th April 2019 respectively and the same were approved by the shareholders at the AGM held on 22nd July 2019. The terms of appointment of IDs include the remuneration payable to them by way of fees and profit-related commission, if any.

Mr Kuok Meng Xiong was appointed by the Board on 24th March 2021 as NE-ID for a term of five consecutive years effective that date and the same was approved by the shareholders at the 29th AGM held on 29th July 2021. The terms of IDs cover, inter-alia, duties, rights of access to information, disclosure of their interest / concern, dealing in Company's shares, remuneration and expenses, insurance and indemnity. The IDs are provided with copies of the Company's policies and charters of various committees of the Board.

In accordance with Section 149(7) of the Act, 2013, all IDs have declared that they have met the criteria of independence as provided under Section 149(6) of the Act, 2013 and Regulation 25 of the Listing Regulations and the Board confirms that they are independent of the management.

The detailed terms of appointment of IDs is disclosed on the Company's website in the link as provided in page no. 102 of this Annual Report.

All the IDs are registered with the databank of Independent Directors developed by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Companies Act, 2013 and obtained ID registration certificate and renewed the same for five years / life time, as the case may be.

Separate meeting of Independent Directors

During the year under review, a separate meeting of IDs was held on 23rd March 2023.

Based on the set of questionnaires, complete feedback on Non-Independent Directors and details of various activities undertaken by the Company were provided to IDs to facilitate their review / evaluation. a) Non-Independent Directors (Non-IDs)

IDs used various criteria prescribed by the Nomination and Remuneration Committee (NRC) for evaluation of Non-IDs and Executive Directors viz., M/s Venu Srinivasan, Sudarshan Venu, K N Radhakrishnan and Non-IDs Non-Executive Directors viz., Prof. Sir Ralf D Speth and Dr. Lakshmi Venu and also of Chairman of the Board and the Board as a whole, for the year 2022-23.

IDs evaluated the performance of all Non-IDs individually, through a set of questionnaires.

IDs reviewed the major events and milestones achieved by the Company during the year 2022-23 and products launched, major acquisitions & strategic partnerships and awards & accolades received and the comparative data on financial / market cap for the year 2022-23.

They also reviewed the developing strategic plans aligned with the vision and mission of the Company, displaying leadership qualities for seizing the opportunities and priorities, developing and executing business plans aware of the risks involved, establishing an effective organizational structure, and demonstrating high ethical standards and integrity and commitment to the organization besides participation at the Board / Committee meetings, effective deployment of knowledge and expertise and constructive comments / guidance provided to management by the Non-IDs.

IDs were satisfied fully with the performance of all Non-IDs.

b) Chairman

IDs reviewed the performance of the Chairman of the Board.

IDs also placed on record, their appreciation of the Chairman's distinguished career in automotive industry for more than four decades and exemplary leadership skills, tremendous vision, and dedication to the industry, provides exceptional and critical leadership for the Board and lead Company in its transformational journey. IDs also noted that his vast experience to helps to steer Board discussions and decisions for the benefit of the Company and Shareholders.

c) Board

IDs also evaluated the Board's composition, size, the mix of skills and experience, meeting sequence, the effectiveness of discussion, decision making, and followup action, so as to improve governance and enhance the personal effectiveness of Directors. The evaluation process focused on Board Dynamics. The Company has a Board with a wide range of expertise in all aspects of business and outstanding diversity of the Board with the presence of varied personalities with an expert in each domain viz., Engineering, Finance, Marketing, Legal, Information Technology, Banking, Administration and International trades and is well balanced with the addition of directors, with domestic and international experience and also from new industries. The Company's management is well guided by the Non-Executive Directors; and Board benchmarks well in terms of its overall composition and the value it adds to the business.

As far as shareholders' interest is concerned, IDs noted that a proper system has been established to ensure that the Company is prompt, relevant and transparent. They were satisfied with the Company's performance in all fronts and finally concluded that the Board operates with best practices. Board composition of the Company is in compliance with SEBI Listing Regulations and ahead of the benchmark as per the Corporate Governance Scorecard in overall position.

d) Quality, Quantity and Timeliness of flow of information between the Company, Management and the Board

All IDs have expressed their overall satisfaction with the support received from the management and the excellent work done by the management during the year under review and also that the relationship between the top management and Board is smooth and seamless.

The Company is in compliance with the statutory requirements under both the Companies Act and the Listing Regulations and all the information provided to the Directors are very wholesome.

The information provided for the meetings were clear, concise and comprehensive to facilitate detailed discussions and periodic external presentations on specific areas well supplemented the management inputs. The emerging e-technology was duly incorporated in the overall review of the Board.

Key Managerial Personnel (KMP)

Mr Venu Srinivasan, Chairman Emeritus and Managing Director, Mr Sudarshan Venu, Managing Director, Mr K N Radhakrishnan, Director & CEO, Mr K Gopala Desikan, Chief Financial Officer and Mr K S Srinivasan, Company Secretary are KMPs of the Company in terms of Section 2(51) read with Section 203 of the Act, 2013 as on date of this Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of Directors (NRC) reviews the composition of the Board to ensure an appropriate mix of abilities, experience and diversity to serve the interests of all stakeholders of the Company. Nomination and Remuneration Policy was approved by the Board at its meeting held on 23rd September 2014 and amended from time to time to maintain consistency with statutory amendments to make it upto date and more comprehensive.

The objective of such policy shall is to attract, retain and motivate executive management and devise remuneration structure to link to Company's strategic long-term goals, appropriateness, relevance, and risk appetite.

NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the Board / Company, whenever the need arises for appointment of Directors / KMP.

Criteria for performance evaluation, disclosures on the remuneration of Directors, criteria of making payments to Non-Executive Directors have been disclosed as part of Corporate Governance Report attached herewith.

Remuneration payable to Independent Directors

The Shareholders at the 25th AGM of the Company held on 11th August 2017, have renewed the payment of remuneration, by way of commission not exceeding 1% of the Net profits, in aggregate, payable to the Independent Directors of the Company (IDs) every financial year. IDs devote considerable time in deliberating the operational and other issues of the Company and provide valuable advice in regard to the management of the Company from time to time, and the Company also derives substantial benefit through their expertise and advice.

Evaluation of the Independent Directors and Committees of Directors

In terms of Section 134 of the Act, 2013 and the Corporate Governance requirements as prescribed under the Listing Regulations, the Board reviewed and evaluated Independent Directors and various Committees viz., Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders' Relationship Committee, based on the evaluation criteria laid down by the NRC.

Board has carried out the evaluation of all Directors (excluding the Director being evaluated) and its committees through a set a questionnaire.

Independent Directors

The performance of all IDs was assessed against a range of criteria such as contribution to the development of business strategy and performance of the Company, understanding the major risks affecting the Company, clear direction to the management and contribution to the Board cohesion. The performance evaluation has been done by the entire Board of Directors, except the Director concerned being evaluated. The IDs were always kept informed of the constitution of robust framework for the Company and group companies against cyber threats and mitigation plans against cyber-attacks for business continuity.

They also kept abreast of risk mitigation plans on International Business risks viz., depreciation of currency, dollar shortage, increasing material cost and global inflationary pressure. They also evaluated and satisfied with the risk mitigation on the supply chain disruption of Semiconductor and CoVID preparedness, to minimize the impact on business operations and employees health, from its previous learnings. The Board noted that all IDs have understood the opportunities and risks to the Company's strategy and are supportive of the direction articulated by the management team towards consistent improvement.

On the basis of the report of performance evaluation of directors, the Board noted and recorded that all the directors should extend and continue their term of appointment as Directors / Independent Directors, as the case may be.

Committees

Board delegates specific mandates to its committees, to optimize Directors' skills and talents besides complying with key regulatory aspects.

- Audit Committee for overseeing financial Reporting;

- Risk Management Committee for overseeing the risk management framework;

- Nomination and Remuneration Committee for selecting and compensating Directors / Employees;

- Stakeholders' Relationship Committee for redressing investors' grievances; and

- Corporate Social Responsibility Committee for overseeing CSR initiatives and inclusive growth.

The performance of each Committee was evaluated by the Board after seeking inputs from its members on the basis of specific terms of reference, its charter, time spent by the Committees in considering key issues, quality of information received, major recommendations / action plans and work of each Committee.

The Board is satisfied with overall effectiveness and decision making of all Committees. The Board reviewed each Committee's terms of reference to ensure that the Company's existing practices remain appropriate.

Directors continued to devote such time as is necessary for the proper performance and effectively discharge their duties, all of them were able to devote appropriate time to fulfill their duties.

Board and its Committees had an appropriate combination of skills, experience and knowledge.

The current Committees structure was considered effective and all the Committees of the Board were considered to be working effectively.

Recommendations from each Committee were considered and accepted by the Board prior to its implementation during the financial year under review.

Details of Committees, its charter and functions are provided in the Corporate Governance Report.

Number of Board meetings held:

During the financial year 2022-23, the Board met six times and details of the meetings are provided as part of Corporate Governance Report prepared in terms of the Listing Regulations.

10. AUDITORS

Statutory Auditors

M/s V. Sankar Aiyar & Co., Chartered Accountants, Mumbai, having Firm Registration No. 109208W allotted by The Institute of Chartered Accountants of India, have been re-appointed at the Company's 26th AGM held on 7th August 2018 to hold office as Statutory Auditors of the Company, for the second term of five consecutive years from the conclusion of 26th AGM till the conclusion of this AGM at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors. The second term of five consecutive years of M/s V. Sankar Aiyar & Co., Chartered Accountants, Mumbai gets completed at the end of the ensuing annual general meeting.

In this connection, the Board, based on the recommendation of the Audit Committee, at its meeting held on 4th May 2023 has appointed M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, having Firm Registration No.004207S allotted by The Institute of Chartered Accountants of India, as statutory auditors of the Company for the first term of five consecutive years from the ensuing AGM till the conclusion of 36th AGM at a Statutory Audit fees of $ 85 Lakhs for the financial year 2023-24.

The Company has received consent from M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, to serve as statutory auditors of the Company for the financial year 2023-24.

The directors recommended the appointment of M/s Sundaram & Srinivasan, Chartered Accountants, as the statutory auditors of the Company, subject to approval of the shareholders at the ensuing Annual General Meeting. The Company has obtained necessary certificate under Section 141 of the Act, 2013 conveying their eligibility for being the Statutory Auditors of the Company for the year 2023-24. The Auditors' Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements. Directors place on record their appreciation of the valuable services rendered by M/s V. Sankar Aiyar & Co, Chartered Accountants, Mumbai during their tenure as statutory auditors of the Company.

Secretarial Auditors

As required under Section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.

The Secretarial Audit Report for the financial year 2022-23, given by M/s S Krishnamurthy & Co., Company Secretaries, Chennai is attached to this Report.

The Secretarial Audit Report does not contain any qualification, observation or other remarks.

The Board at its meeting held on 4th May 2023 has reappointed M/s S Krishnamurthy & Co., Company Secretaries, Chennai having Firm registration Number P1994TN045300 allotted by the Institute of Company Secretaries of India as Secretarial Auditors for the financial year 2023-24.

Cost Auditor

As per Section 148 of the Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, as amended, the cost audit records maintained by the Company in respect of its engine components manufactured by the Company specified under Customs Tariff Act heading in Table B to Rule 3 of the above rules, are required to be audited by a Cost Auditor. Mr A N Raman, Practicing Cost Accountant, having Registration No. 5359 allotted by The Institute of Cost Accountants of India, was re-appointed as Cost Auditor of the Company at the Board meeting held on 5th May 2022 to carry out the audit as per the aforesaid provisions of the Act, 2013 for the financial year 2022-23. His remuneration was also ratified by the members at the 30th AGM held on 27th June 2022.

In terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board has appointed M/s C S Adawadkar & Co, Practicing Cost Accountants, having Firm Registration No. 100401 allotted by The Institute of Cost Accountants of India, as Cost Auditor of the Company, on the recommendation of the Audit Committee, in the place of Mr A N Raman, Practicing cost accountant, in terms of Section 148 of the Act, 2013, for conducting Cost Audit for the financial year 2023-24.

The Company has received consent from M/s C S Adawadkar & Co, Practicing Cost Accountants, to serve as Cost auditors of the Company for the financial year 2023-24.

The Company has also received necessary certificate under Section 141 of the Act, 2013 from them conveying their eligibility to act as a Cost Auditor.

A sum of $ 8 lakhs has been fixed by the Board as remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses payable to them, for the financial year 2023-24, which is required to be approved and ratified by the Members, at the ensuing AGM as per Section 148(3) of the Act, 2013.

Directors place on record their appreciation of the valuable service rendered by Mr A N Raman, Cost Accountant, Chennai, as Cost Auditor of the Company.

The Company has filed the Cost Audit Report of 2021-22 on 26th August 2022 in XBRL format.

11. CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations is given as Annexure VIII to this Report.

The Director & Chief Executive Officer (D&CEO) and the Chief Financial Officer (CFO) of the Company have certified to the Board on financial statements and other matters in accordance with the Regulation 17 (8) of the Listing Regulations pertaining to CEO / CFO certification for the financial year ended 31st March 2023.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under "Business Responsibility and Sustainability Report" ('BRSR'). The BRSR seeks disclosure on the performance of the Company against nine principles of the "National Guidelines on Responsible Business Conduct' ('NGRBCs').

As per SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalisation. Accordingly, for the financial year ended 31st March 2023, Company has published BRSR, in the prescribed format is given as Annexure VII to this Report and is available on the Company's website in the link as provided in page no. 102 of this Annual Report.

13. POLICY ON VIGIL MECHANISM

The Company has adopted a Policy on Vigil Mechanism in accordance with the provisions of the Act, 2013 and Regulation 22 of the Listing Regulations, which provides a formal mechanism for all Directors, Employees and other Stakeholders of the Company to report to the management, their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Company's Code of Business Conduct and Ethics. The Code also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about grievances or violation of the Company's Code.

The Policy is disclosed on the Company's website in the link as provided in page no. 102 of this Annual Report.

14. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Section 76 of the Act, 2013, for the year ended 31st March 2023.

15.STATUTORY STATEMENTS

Information on conservation of energy, technology absorption, foreign exchange etc:

Relevant information is given in Annexure I to this Report, in terms of the requirements of Section 134(3)(m) of the Act, 2013 read with the Companies (Accounts) Rules, 2014.

Material changes and commitments, if any, affecting the financial position of the Company, having occurred since the end of the year and till the date of the Report:

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.

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.

Annual Return:

Copy of the Annual Return (Annexure II) in prescribed form is available on the Company's website in the link as provided in page no. 102 of this Annual Report, in terms of the requirements of Section 134(3)(a) of the Act, 2013 read with the Companies (Accounts) Rules, 2014.

Employee's remuneration:

Details of Employees receiving the remuneration in excess of the limits prescribed under Section 197 of the Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as a statement and given in Annexure III. In terms of first proviso to Section 136(1) of the Act, 2013 the Annual Report, excluding the aforesaid annexure is being sent to the Shareholders of the Company. The annexure is available for inspection at the Registered Office of the Company during business hours as mentioned in the Notice of AGM and any Shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

Comparative analysis of remuneration paid:

A comparative analysis of remuneration paid to Directors and Employees with the Company's performance is given as Annexure V to this Annual Report.

Details of related party transactions:

There are no material related party transactions under Section 188 of the Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

Details of loans / guarantees / investments made:

The details of loans and guarantees under Section 186 of the Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2022-23 are given as Annexure VI to this Annual Report. On loans granted to the Employees, the Company has charged interest as per its policy, in compliance with Section 186 of the Act, 2013.

Please refer note no. 3 to Notes on accounts for details of investments made by the Company.

Reporting of fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, 2013.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

General Disclosures

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) issue of equity shares with differential rights as to dividend, voting or otherwise; (b) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

(c) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and (d) instance of one-time settlement with any bank or financial institution.

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

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), as amended, Company has a robust mechanism in place to redress complaints reported under it. Company has complied with provisions relating to the constitution of Internal Committee under POSH. The Internal Committee (IC) comprises of internal members and external member who has an extensive experience in the field.

In the year 2022, 3 case of sexual harassment was reported, which was investigated and resolved as per the provisions of the POSH.

During the year 2022-23, initiatives were undertaken to demonstrate Company's zero tolerance policy against discrimination and sexual harassment, which included creation of comprehensive and easy to understand training and communication material. In addition, online workshops were also run for the employees to enhance awareness and knowledge.

16. ACKNOWLEDGEMENT

The Directors gratefully acknowledge the continued support and co-operation received from the holding Company viz., Sundaram-Clayton Limited, Chennai. The Directors also thank the bankers, investing institutions, customers, dealers, vendors and sub-contractors for their valuable support and assistance. The Directors wish to place on record their appreciation of the very good work done by all the employees of the Company during the year under review.

The Directors also thank the investors for their continued faith in the Company.

For and on behalf of the Board of Directors