TO THE SHAREHOLDERS

The Directors have the pleasure in presenting the 30th annual report and the audited accounts of the Company for the year ended 31st March 2022.

Key Performance Snapshot

The Company registered sales of 31.37 lakh units of two-wheelers in 2021-22. The Company registered its highest turnover and profit before tax until now of $ 20,791 Cr and $ 1,213 Cr, respectively, in spite of many critical headwinds.

Macro Overview

The year was marked by the severe second wave of the pandemic, supply chain disruptions and the onset of a super cycle of commodity price increases. The last quarter also witnessed the outbreak of geopolitical unrest and strife, which though localized to some extent, affected the entire globe.

However, 2021-22 will be remembered for the unparalleled resilience of human spirit across the world, even more so in the Indian populace, the Indian economy, industry, and the Company. In response to the pandemic 11.4 billion and 1.86 billion doses of vaccine were delivered globally and in India, respectively. The Company ensured 100% vaccination coverage of all its employees. The vaccination coverage was also facilitated for employee families. Many employees from TVS and SST also provided exception service as voluntary CoVID frontline warriors.

Robust growth of Indian economy in fiscal 2022 as activities return to pre-covid levels

The Indian economy bounced back after the CoVID-induced shock in fiscal 2021. It withstood the second wave of the CoVID pandemic that hit India in April-June 2021 and the third wave in January 2022 as vaccination levels increased and the people and the government learned to adapt their responses through experiences gained during the first wave. Increased vaccination coverage, reduction in mortality rates and ease of restrictions gave a fillip to private consumption and supported recovery of aggregate demand. The recovery was also supported by increased spending by the government, strong pick up in export demand, and the RBI continuing to support the incipient recovery by maintaining a low interest rate regime. The Indian economy regained its tag of being one of the fastest growing economies in the world.

As per the second advance of the National Statistical Office, the economy was estimated to have grown by 8.9% during fiscal 2022. Real GDP growth returned to pre-pandemic levels, though capacity utilization and consumer confidence are yet to reach pre-pandemic levels, signalling further growth potential.

Mobility Industry Performance - India overview

The domestic two-wheeler industry declined by 11% in 2021-22 on the back of a 13% decline in 2020-21. The industry size is at 13.47 million units, similar to 2011-12 levels of 13.41 million units. The 2-wheeler industry saw sharp changes in the growth momentum over the quarters. Q1 2021-22 grew by 85% partially due to the low industry base of last year and all subsequent quarters witnessed declines, over the comparable periods of last year - Q2 (12.5%), Q3 (25%) and Q4 (23.3%).

Compared to the two-wheeler industry decline of 11% in 2021-22, the Company's performance in domestic was at a 6% decline in sales volume.

Mobility Industry Performance - International Business overview

In the International Business, exports of two-wheelers in 2021-22 were at 10.9 lakh units with a growth of 43% over 2020-21 against an industry growth of 36% for two-wheeler exports from India. The Company achieved a milestone of exceeding 1 million units in two-wheeler export. Threewheeler exports during the year reached 1.63 lakh units, a growth of 41% over 2020-21.

Mobility Industry Performance - Electric Vehicles (EV) Overview

The Company continued its expansion in its EV footprint and the buildout of the infrastructure as this category gains momentum. The Company has created a dedicated vertical with over 600 engineers and adopted the Centres of Competency (COCs) with agile working approach. The EV 2W industry predominantly operates in the scooter form, and today is ~10% of the total scooter Industry (ICE + EV). TVS has sold more than 10,000 EV vehicles in 2021-22 with a geographical presence equivalent to 50%+ of the EV industry. Further, there have been alliances and joint initiatives with partners like TATA Power, JIO BP, BESCOM among others to expedite the creation of the charging infrastructure.

New Product Launches

The Company's new product launches have been well received by consumers, experts, and the trade. TVS RAIDER 125 (Sporty commuter motorcycle) consumer's appreciation of the products manifested as advance orders that continue to be very strong across the country and global markets like South Asia and Latin America. TVS Jupiter 125 (executive commuter scooter) is an extension of the Company's leading Scooter Brand, TVS Jupiter. TVS Apache 160 4V (premium segment) was another successful premium product variant that was launched. TVS HLX 150 5 speed is a very significant product launch targeting the African commercial use market where the Company enjoys strong market presence.

These new offerings that were designed and developed through pandemics and lockdowns have been true to the TVS DNA of customer-centric innovation and quality that ensured that they have become the most awarded launches in their respective categories. The TVS Jupiter 125 is the most awarded Scooter launch of the year. The TVS Raider became the second offering from the TVS stable to be adjudged INDIAN MOTORCYCLE OF THE YEAR (IMOTY) 2022 - the first 125 segment motorcycle ever to win this accolade.

BMW Association

The Company expanded its strategic association with BMW. Through the association, the Company is targeting joint development of new platforms and future technologies, including urban-centric electric vehicles. The products will be targeted for the global urban centric markets and the "cool" next gen consumers.

Corporate Social Responsibility

The Company has always recognized its social responsibility as an integral and critical part of its value system. The Company also places on record its gratitude to all the CoVID frontline warriors from within and outside the Company, for the outstanding service to society through the second wave of the pandemic and after. The Company and its CSR arm, the Srinivasan Services T rust (SST) undertook many initiatives including donation of relief materials to Public Health Centres in villages, Government General Hospitals at Chennai, and Corona Care Centres in SST villages during Second wave of CoVID-19. In the last 26 years, SST has been on the forefront of various empowerment activities including organizing more than 60,000 women into Self-Help Group (SHGs), repairing and renovating the government infrastructure for more than 2,500 villages and desilting more than 290 water bodies.

SST's significant contributions and innovations for driving social impact received recognition as it won the 'Outstanding Social Innovation' award at the CK Prahalad Awards 2021 in the 'Bottom of the Pyramid' category.

TVS Motor Company became 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

The Company responded to the unprecedented increases in commodity costs through various Company-wide initiatives. These included premiumisation across products through a variants based strategy, focus on building volume share from the export segment, continued focus on reduction of material and fixed costs, waste elimination and enhancing the supply chain effectiveness. While price increases also 14 had been taken to mitigate the impact of the raw material costs, the head room for passing on cost increase is very limited since for the last 3 years the prices of 2-Wheeler in India have seen sharp increases and the increasing prices are impacting demand.

All of these actions required significant rigour, expertise and agility that allowed the Company to, in addition to reducing cost, improve value delivery to all stakeholders, especially our consumers.

2. FINANCIAL HIGHLIGHTS

The Company for the full financial year reported its highest ever annual turnover and profit before tax of $ 20,791 Cr and $ 1,213 Cr respectively.

3. DIVIDEND

The Board of Directors of the Company (the Board) at their meeting held on 18th March 2022, declared an interim dividend of $ 3.75 per share (375%) on 47,50,87,114 equity shares of $ 1/- each for the year 2021-22 absorbing a sum of $ 178.16 Cr. The same was paid before 5th April 2022.

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.

Two-wheeler

The domestic two-wheeler industry recorded a sale of 13.4 Mn units in 2021-22, a decline of 11% from 15.1 Mn units in 2020-21. It witnessed a growth of 85% in Q1 due to the low base in the previous year. However, for the rest of the year, the industry declined and did not recover. This decline was due to weakened demand in both urban and rural markets, with the rural markets being severely impacted. While the monsoon remained favourable, the non-agri rural services sector under performed significantly. This manifested itself in lower demand in the entry and mid-level segments of commuter motorcycles and mopeds. The rural markets felt the combined effect of savings depletion, income erosion, broad inflation, fuel inflation and rising vehicle prices due to commodity cost increases.

The scooter industry declined by 10.9%, with 3.98 Mn units sold in 2021-22 compared to 4.48 Mn units in 2020-21. The category share was 29.7% in 2021-22 compared to 32% in 2020-21. This was primarily led by the pandemic impact and subsequent stringent lockdown norms. The slow resumption of schools and colleges and continued work from home practices impacted the resurgence of the scooter segment. The upward momentum in vehicle prices and petrol prices further slowed the demand trajectory.

The motorcycle industry declined by 10% over last year. The category share of motorcycle grew by 0.5% to reach 66.8% in 2021- 22. The premium motorcycle sales declined by 24% from 1.39 Mn units in 2020-21 to 1.05 Mn units in 2021-22 and the category share declined by 1.4% to reach 9.2%. The commuter motorcycle category share grew 1.7% to 53.2% while volumes declined by 8% to 7.17 Mn units in 2021-22 from 7.80 Mn units in 2020-21. The Premium motorcycle segment decline was primarily due to the semi-conductor shortages that have affected the supply chain. The Commuter Motorcycle segment relative resilience on the other hand reflects the continuing need for mobility to fulfill economic and social responsibilities. However, there is an increased tendency of postponement of purchase, especially in replacement buyers and down-trading due to escalating vehicle acquisition costs has impacted volumes.

In the international market, the two-wheeler industry grew by 36% in 2021-22 over 2020-21, making it the best year for exports from India. The industry saw a revival post CoVID, bouncing back to the levels of 2019-20 with strong growth of personal mobility needs and the marginal impact of pent-up demand post lockdowns. Supplies remained stable with timely availability of raw materials for meeting the market demand.

Three-wheeler

The overall three-wheeler small passenger industry (3 plus 1 segment) grew by 31% in 2021-22 (from 4.43 lakh units in 2020-21 to 5.82 lakh units in 2021-22). The domestic industry grew by 65% and exports market grew by 26% in 2021-22 over last year.

Electric two-wheelers

On VAHAN, electric two-wheeler today accounts for 4.5% of the total two-wheeler registrations. However, this under represents the consumer mindspace that it enjoys. The last year has seen the consumer perspective of the transition to EV move from "IF" to "WHEN". Large numbers of consumers today are actively considering EVs for their respective needs.

The industry saw a robust growth of ~5.6x. The growing sensitivity to climate impact and the improved Total Cost to Operation (TCO) proposition considering rising fuel prices saw accelerated consumer interest in the category. The FAME II enhancement, Production Linked Incentive (PLI), state subsidy and other EV related infrastructure initiatives of the government reinforced consumer faith in the segment.

BUSINESS OUTLOOK & OVERVIEW

As we step into fiscal 2023, the Company remains sanguine about the prospects for its business. The RBI, in its April 2022 monetary policy announcement, has projected GDP growth for fiscal 2023 at 7.2%. Further, 19 of the 22 high frequency indicators including railway freight, e-way bill volumes and coal production have returned to pre-pandemic levels and point towards a strong continuing recovery in the broader economy. This gathering momentum is expected to drive the remaining 3 indicators (automotive sales, steel consumption and air passenger traffic) also to positive territory. Growth in fiscal 2023 is expected to be holistic, supported by following factors:

• Strong rural demand supported by favorable rabi output and increase in crop prices.

• A pickup in urban consumption demand due to increasing vaccination coverage, ease of restrictions and an increase in contact-intensive services that bore the brunt of the pandemic.

• Improving consumer sentiment as also indicated by RBI's Consumer Confidence survey (April 2022) and a return to pre-pandemic levels.

• Normal monsoon as per the initial forecast of the India Meteorological Department

• Uptick in capex spends by the Central and State governments as also private corporates

The focus of the Union Budget for fiscal 2023 on increasing Capital Expenditure (CapEx) despite walking a fiscal tightrope is extremely heartening as it creates a platform for higher growth. The Government's thrust on CapEx coupled with initiatives such as the PLI scheme is expected to give a push for improvement in investment activity. The lift in the consumption cycle is tied to broad based pick-up in economic activity, which the Indian government is trying to engineer through focus on investments. This is expected to enhance the growth potential of the Indian economy and, it is hoped, will bring endurance to growth in the medium term. The International Monetary Fund (IMF) projects India to remain the fastest growing major economy in the world in calendar year 2022.

GDP Growth (constant prices) for major global economies (CY 2022)

Longer 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 led by formalization, digitization and urbanization.

The two greatest risks for the economy at this stage stems from inflationary pressures and supply side concerns. The super cycle of commodity prices that began in fiscal 2022 was further fueled due to the war between Russia and Ukraine. It led to a significant spike in oil and commodity prices, thereby further exerting significant upward pressure on inflation. Taking cognizance of the spike in prices, the Government pro-actively increased subsidy on fertilizers inorder to absorb shocks on farm input prices due to rise in commodity prices. Supply chain challenges and increasing logistics costs due to the war and CoVID-19 induced lockdowns in China are key areas of concern and will be monitored carefully.

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 in light of a resurgent India.

Due to the strong product line-up, unwavering focus on consumer, quality, cost, and the strong new launches the Company is confident about outperforming the industry, inspite of the global challenges and a tough business environment.

Domestic Moped and Economy motorcycle segments have lately under performed and are likely to return to growth, with some buoyancy expected in rural agriculture led markets. However, with considerable improvement in the urban markets across India, the Company is positive about the performance of the scooter segment. This segment will see significant demand from students, working women and the broader replacement segment is likely to perform better in line with the re-opening of school, colleges along with offices. Export of two-wheelers is likely to see a growth during the year fuelled by strong demand for TVS products and due to its operations in diverse geographies that mitigates overall risk. Some of geographies which are agriculture dependent and have surplus of crude oil will act as a hedge against the countries which may face adverse impact due to high fuel and food prices.

Electric two-wheeler

The Company has setup a vertical to rapidly ramp up its product pipeline and presence globally. The PLI and FAME II initiatives of the government will be fully leveraged by the Company and strategically build a sustained dominant play in this segment. The industry is slated to grow rapidly and the Company has robust plans for this segment. In addition, with the strategic association with BMW, the Company will be exploring the joint design and development of urban EV options for the global markets.

New Product Launches and Initiatives

During the year 2021-22, the following new products and variants were launched.

TVS Raider was launched in September 2021 to cater to the aspirations of global customers. Designed for Gen Z, TVS Raider is the most stylish offering in the 125cc segment, The 'distinctly young' motorcycle offers first-in-class features such as reverse LCD cluster, multiple ride modes, first-in-category under seat storage and best in class performance.

TVS Raider is delighting customers in the segment with its distinct style, features and performance and has gotten rave reviews from auto journalists across traditional and digital media. TVS Raider has also become the most awarded commuter motorcycle of the year winning more than 8 awards including the coveted "Indian motorcycle of the year 2022".

The TVS Apache RTR Series has always led the premium segment by being a pioneer in race performance and introduced many industry firsts and best-in-class offerings. It has proudly upheld the tradition of catering to the evolving customer needs this year as well. Though the year started in lockdown, Apache was able to establish itself as a dominant player in the premium segment.

Leading the segment with its technological prowess, the TVS Apache RTR 160 4V was introduced with first-in-class features - 3 ride modes (Urban, Rain, Sport), SmartXonnect and LED Headlamp with DRL. It received a welcoming response from customers across the country. In addition, there was also the successful launch of Apache RTR 160 4V Special Edition in Matte Black.

Leading the two-wheeler industry with another important milestone, was the crossing of 1 lakh AOG (Apache Owners' Group) members, the first domestic OEM to have achieved this feat. This advocacy momentum on the ground and in the digital space further strengthens the brand. This experience is further enhanced by the exquisite brand experience due to many initiative including, APP (Apache Pro Performance), Apache Riding Experience (ARE), TVS Training School, Women's Training and Selection, and the One Make Championship, which continue to grow the aspiration for the brand.

The TVS Apache RR310 with its aspirational and excitement quotient continues to increase its footprint with the premium dealership network expansion and a best-in-class product offering. The flagship product was the first to have an offering under the TVS Built to Order (BTO) - an industry first factory customization offering that allows the customers to customize and personalize their bike with the Web Configurator or TVS ARIVE App (industry first Augmented Reality App for virtual experience). The offering has received overwhelming response.

The brand continued to evolve by keeping customers engaged with consistent interaction on social media and brand experience programs. On-ground brand experience activities helped to create brand advocacy, with its involvement among both genders alike.

As we move into the new financial year, we have already taken steps to make a bigger impact and build a stronger connect with all our customers. With more exciting offerings in the line-up, the TVS Apache Series will continue to focus on brand building and engagement as we progress.

Taking the legacy of TVS Jupiter forward, the all new TVS Jupiter 125 was launched in October'21 marking its entry into the 125cc scooter segment. Jupiter 125 was conceptualised keeping the affluent Indian commuter in mind who has progressed and moved up in life. Keeping the core philosophy of "Zyada" (MORE) intact, Jupiter 125 takes it a notch above and promises to offer "Zyada se bhi Zyada" on all counts.

The progressive neo masculine styling and features reinforce the premiumisation journey of the scooter customer. The feature rich scooter is truly bigger and more spacious with industry-first features such as the largest under-seat storage, segment-leading longest seat, progressive neo masculine styling, unrivalled mileage and much more.

The launch was a grand success, and the product has been gaining great acceptance in the market. Within 5 months of launch, Jupiter 125 has sold more than 93k units. In order to build awareness and establish product superiority, a complete 360o campaign was executed in the TV, print, outdoor and digital channels, highlighting the brand proposition and key differentiating features of the brand.

TVS Jupiter reached 4.5 Mn+ happy customers during FY'21- 22.

To continue the journey of providing "Zyada ka Fayda" TVS Jupiter ZX SmartXonnect was launched in March 2022, making it "The only 110cc scooter in India to offer fully digital console, navigation and voice assist feature"

SmartXonnect Bluetooth connectivity is being introduced in the new top-of-the line variant (ZX Disc) with best-in-class technology features like fully digital console, Bluetooth connectivity with Voice Assist, Navigation Assist, and SMS/ Call alerts to cater to tech-savvy customers.

The scooter now comes with new Silver Oak colour inner panels that differentiate this flagship variant from the rest of the trims to step up the desirability quotient further. Apart from these advanced features, the new variant of TVS Jupiter ZX also offers a new Dual Tone seat with a new design pattern for Zyada style. Additionally, this variant in the TVS Jupiter series also gets a rear backrest to provide added comfort and convenience to the pillion. TVS Jupiter

ZX SmartXonnect is available in two new colour options of Matte Black & Copper Brown.

To establish awareness of the new variant launch the Company has adopted a 360o approach for promotion through TV commercial, Digital and On-Ground visibility actions across key markets.

TVS Moped has crossed a new milestone of 1.5 Crore Happy customers since its launch in 1980. To celebrate this milestone a new edition 'TVS XL100 Win Edition' was launched in a Heavy Duty variant and a special colour "coral silk" in the Comfort Variant.

New colour 'Coral Silk', the premium shade with satin matte finish was introduced in the TVS XL100 Comfort i-Touchstart Variant that has many appealing style features like Stylish Front Visor, Long and comfortable dual tone seat, Cushion Backrest, and stylish Chrome Accents. The TVS XL100 Comfort i-Touchstart comes with an innovative first of its kind in the two-wheeler segment, electric start technology 'i-Touchstart' (Silent start) with integrated starter generator system and with EcoThrust Fuel Injection Technology which offers 15% more mileage. It also comes with useful features like Mobile charging option and Sync Braking Technology.

The launch of the TVS XL100 Comfort & TVS XL100 Win Edition i-Touchstart variant aims to offer a series of new age features for growing customer needs, promising better comfort through its compact and lightweight design with automatic gear, making these vehicles one of the most affordable and easy to ride two wheelers available in the market.

TVS NTORQ was the Company's first 125cc product in the Scooter segment. Designed for Gen-Z, TVS NTORQ provides a revolutionary riding experience with cutting l edge technology, style and performance. Keeping the core customers in mind, this product has been provided with many technologically superior features like Bluetooth connectivity - the first ever scooter to have this feature.

In FY July 2021, TVS NTORQ 125 Race XP was launched, the only scooter in the 125cc segment with more than 10 PS power with dual ride modes and first-of-its-kind Voice Assist feature. Having set the direction for connected mobility earlier, with TVS NTORQ 125 Race XP and its SMARTXONNECTTM connectivity platform, TVS Motor Company has yet again set a new industry benchmark by equipping it with the first-of-its-kind Voice Assist feature. This covers various connectivity functions, including mode change, navigation, console brightness adjustment and Do- not-Disturb (DnD). It brings a new set of benchmarks to get the Indian two-wheeler industry on the accelerated path of connected mobility

In FY 2020-21, TVS NTORQ introduced a special variant in the portfolio - Super Squad Edition, in association with Marvel Studios, inspired from the epic characters of the Marvel Avenger's series - a first of its kind association in the two-wheeler industry in India. In December 2021, TVS announced the launch of Marvel Spider-Man and Thor inspired scooters under the TVS NTORQ 125 SuperSquad Edition. The new scooters will join the SuperSquad Edition inspired by Marvel Super Heroes - Iron Man, Black Panther, and Captain America launched last year.

ELECTRIC - TVS iQUBE

Launched in January 2020, TVS iQube marked the foray of the Company into the Electric Vehicle segment. The TVS iQube is a smart mobility solution that promises to deliver a convenient, personalized, connected and future mobility experience.

Over a period of 2 years since launch, the iQube has expanded its presence to 33 cities and 74 dealers across India that offer sales and after sales service for iQube.

The iQube has seen great acceptance from consumers. It has received extremely positive feedback on its dependable performance, reliable range, and silent comfortable driving experience. The connected features like turn-by-turn navigation, live charge status, geofencing and multiple vehicle function alerts have also been greatly appreciated by customers in making their everyday commute much more comfortable and worry free. Customers have found value in the build quality of the iQube that ensures greater safety and durability of the vehicle. The wide presence of network for sales and after sales service gives customers complete peace of mind for vehicle ownership as they have a credible and established touch point for their purchase and service needs.

The Company has achieved 19% market share in the high speed electric scooter segment (FY 2021-22). The Company further intends to consolidate position as a leader in the EV segment through relevant product offerings and increasing our network presence across the country.

The EV industry is the future of commuting and with the iQube, TVS Motor Company has marked a strong presence in this segment. The Company will focus on offering different products under the iQube brand to consumers, so that they have access to latest technology and connected commuting experience at an affordable price.

Domestic Sales

The Company achieved sales of 20.3 lakh units of two wheelers in the domestic market compared to sales of 21.6 lakhs in 2020-21. The Company outperformed the broader Industry which declined by 11%.

In domestic motorcycles, Company achieved sales of 7.02 lakh units and registered a growth of 12% over 2020-21. The TVS Apache, performed better than the Premium motorcycle industry with sale of 3.2 lakh units, posting a decline of only 1% while the Premium Motorcycle industry declined by 24% in 2021-22 against 2020-21.

The Company sold 3.77 lakh units of commuter motorcycles in 2021-22 which is growth of 26.4% over last year. During the H1 period, commuter motorcycles industry grew by 10% and TVS commuter sales grew by 29%, however in H2 as the commuter Two-wheeler industry declined by 21%, TVS commuter Motor Cycle grow by 24.5% over H2 2020-21. This growth was possible due to the launch of TVS Raider 125 in September '21.

In domestic scooters, the Company achieved sales of 8.56 lakh units and registered a decline of 7% over 2020-21. However, Scooters performed better than Industry with launch of new products like Jupiter 125 and Ntorq 125 special editions.

International Business sales - two-wheeler and three wheeler

The Company's two-wheeler exports in 2021-22 were 11.76 lakh units and witnessed an improvement with a growth of 43% over 2020-21.

Three-wheeler exports during the year reached 1.63 lakh units and recorded a growth of 41% over 2020-21.

RISKS AND CONCERNS Environmental & Geopolitical Factors:

CoVID remains a potential risk with any resurgence from a new variant leading to hospitalisation and lockdowns that could cause hardship for the population and disruption to the progress of the economic resurgence.

The geopolitical strife while currently localized remains volatile. Economic sanctions and other disruptions to global supply chains could adversely impact the economic recovery across the world.

Country specific risk factors may also impact us including socio economic and political factors in Sri Lanka, Afghanistan, Myanmar, and regulatory framework and duty structure risks in Egypt and Iraq.

Supply Side Factors

Raw material timely availability, shortages of semi-conductor and some EV specific components could lead to impacted financial performance. The Premium segment has dependency on semi-conductor supplies and any gaps could lead to a high financial burden.

Container availability is impacted due to CoVID led disruptions in China. This may result in significant disruption in global supply chain, both in inbound and outbound logistics.

Demand Side Factors

Demand growth is highly dependent on improvement in consumer sentiment. The improvement in sentiment is yet to fully recover to pre covid levels and could be impacted by Inflation, especially energy and food led and any significant adverse development in CoVID.

Monsoon still delivers majority of the irrigation needs of the Indian agriculture, and any deviation from the predicted normal monsoons would impact rural markets significantly. This would be 4th consecutive year of normal monsoons for India, which has not happened in recent history.

Any further price increases due to additional commodity cost escalation could adversely impact demand. The low and mid segment of the market have low headroom for further price increases.

Less than projected GDP growth and/or consequent jobs growth could adversely impact domestic demand.

Country specific retail prices may be adversely impacted by Currency devaluations due to global inflation and supply disruptions.

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.

Total Quality Management (TQM)

Total Quality Management (TQM) remained a key focus in the organization both during the pandemic and post pandemic to mitigate the business risks amidst an uncertain industry environment in the first quarter of the year and to drive the organization towards the growth path in the remaining three quarters.

Strengthening cross functional management using Taskforce and Cross Functional Team (CFT) approaches in specific geography / products helped in retaining and improving market share during the year despite challenges in the market. Dealer transformation team towards establishing TVS retail system have focused on permeating "Focus on process for results". Digitilization and analytics initiatives are used to continuously improve customer experience processes in the front end. Daily Work Management (DWM) tools, emphasized culture of speed and rigor in execution during the pandemic through 'new normal' way of working with Daily management by senior leadership team on revenue achievement, working capital management and CoVID-19 risk mitigation.

Supplier excellence team is a continuous program being initiated to extend the TVS production system to suppliers. The objective is to improve maturity levels, Quality and Delivery performance ratings of selected chronic suppliers through establishing sustainable manufacturing system and focusing war on waste. The best practices are horizontally cross deployed. Going forward this program will be further extended to more suppliers and their tiers.

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.

Total Employee Involvement culture was significantly permeated towards profitability of the organization by promoting 'Profit Improvement Plan' initiatives. Both workmen, executives and managers significantly focused on implementing cost reduction towards operational improvements and waste elimination to support and enable lower spending during the year. Theme of 'waste elimination' in areas of inventory management and asset management helped the Company to improve its working capital management.

Cost Management

The Company continues to focus on all the elements and drivers of cost. Raw materials, components and conversion cost constitute major element of material cost. The Company pursued process innovation, value engineering, alternate sourcing and import substitution / localization to reduce material costs. During the year, focused working capital management and improved operating performance helped the Company to generate operating free cash flow. Rigorous focus on lean trade stock with the dealers also enhanced the financial health of the channel partners by reducing nonvalue adding costs and improving speed and freshness across the entire supply chain. Waste elimination, productivity improvements and process improvements through multiple means including small scale automation will continue across the supply chain during 2021-22.

In the area of fixed cost, similar systematic approach of deployment of cost reduction is being done, with significant and increasing digitalization of internal processes to eliminate cost and enhance speed.

Research and Development

The Research and Development (R&D) team continued its focus on in-depth customer understanding, technology 20 development and design innovations. This has led to launch of a performance scooter TVS Jupiter 125 and a sporty motorcycle TVS Raider for both domestic and the global markets.

TVS Jupiter 125 is a scooter with perfect blend of style & practicality. It has progressive neo masculine styling with signature LED lights, diamond cut alloy wheels which makes it premium. TVS Raider is the best in class performance motorcycle with naked street design with hi-tech advanced features such as multiple ride modes, bold Headlamp, ETFI powered intelligo technology, SBT for better braking and other safety features.

TVS Apache RR310 BTO (Built to Order) is the first race machine that can be crafted-to-order, creating opportunities for the more demanding customers. It comes with two predefined customisable performance kits which offers the user to select according to their needs.

The R&D team is gearing up further in developing cutting- edge technologies that are relevant for the near and longterm requirements of the Company's business plans, emerging mobility needs, providing advanced safety systems and sustainability. Research focus is aligned to chosen fields of science and engineering in order to be future ready. TVS Motor has strong philosophy of Design, Technology and Make in India, leading to world class in-house skill set on technology as well as development of supply chain in India. Deep focus on building core technology for EV such as battery, e-powertrain, Controllers & infotainment is a priority for the Company's R&D organisation.

TVS Racing, an arm of the Research and Development department, had a very successful season 2021 with 100% podium finish in all the races participated. The collaborative and supportive work between the racing team engineers and product development engineers is fortified for developing relevant technologies using the Motorsports as a greater opportunity.

Digital and AI Technologies

The Company continues to invest in digitalizing Company's operations from customer facing digital assets, retail management, manufacturing and supply chain and enterprise functions with the aim of improving customer experience, sales performance, dealer engagement, efficiency and transparency in operations.

This year, customer-facing digital products were scaled by introducing capabilities such as virtual store and chatbot on the Company's website and instrumenting clickstream data in website and consumer applications that help understand prospect needs on these digital products. Further, we leveraged AI technologies to differentiate leads, both digital and dealer walk-ins, based on their propensity to buy. Integrating this AI based classification in our dealer systems and operations have improved follow up effectiveness in retail management. Digital leads were scaled to authorised dealer network for further improving the digital contribution to sales. Moreover, the Company has started systematic improvements in websites for international business operations.

Another area of focus in 2021-22 was in improving digitalization in dealer systems. Digital ennoblement for dealer sales executives, was launched in the domestic network with the capability and process to capture lead information, follow up and with the aid of recommendation systems for the sales staff to improve conversion rates. Similar enhancements have been made by digitalizing the service process through DigiApp for service on mobile that allows dealer service personnel to increase service traffic with the aid of AI classification engines, capture service requests and share service progress to customers. Hyperlocal understanding of customers also helped launch pilots of service specific outlets.

Data engineering to capture real-time information, power BI based visualizations and machine learning models were enhanced in 2021-22 to improve retail management from sales forecasting, marketing effectiveness improvements, dealer performance management and end-consumer sales visibility. Further, the Company has begun a customer experience transformation program to benchmark customer expectations across industries, blueprint a digital-first customer experience and activate the same across electric and ICE businesses.

Given the focus on electric mobility, the Company enhanced the end-to-end digitalization of customer journey in vehicle discovery and purchase of iQUBE from targeted digital marketing, 360o views and chatbot on website, vehicle booking online, test ride experience and mobile app experience for iQUBE owners. Real time visibility of customer experience online and retail operations, AI and optimization algorithms to match supply with growing demand have been put in place.

The Company completed assessments of Industry 4.0 maturity and supply chain planning effectiveness through external agencies, charted out improvement areas and has begun a supply chain transformation program by piloting machine learning based demand forecasting, sales and operations planning (S&OP) and supplier intelligence automation.

Automation of enterprise operations continued to be an area of focus in 2021-22. The Company launched TVS Sampark, a mobile application to enable self-service for employees for various HR function. Work from anywhere (WFA) matured to the default operating model, connecting team members in multiple locations seamlessly, thereby improving overall productivity and collaboration.

Improving information security continued to be an area of focus by introducing new tools and processes in both IT and OT security. The Company leveraged the cyber-security governance council, consisting of senior management and industry experts, to both expand the coverage of cyber defences and coordination amongst the group companies. The data management and governance office established in 2020-21 continued to make systematic progress in improving capture, quality and governance of data captured.

Benchmarking against internationally embraced standards for data management and governance helped assess areas of opportunity and continued progress. Further, the Company completed an audit of data privacy and has expanded the data governance program to include data protection and privacy for all its operations.

The Company institutionalized digitalization as a key accountability area in all departments to make the aforementioned progress in 2021-22. In order to accelerate the progress, the Company is strengthening the digital and AI accountability area in 2021-22 to scale the company 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 controls. 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 over 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.

KEY FINANCIAL RATIOS

As required under Regulation 34 of the Listing Regulations, there was a significant change in Debtors turnover ratio and Debt equity ratio. Details of changes are:

Improvement in Debtors Turnover Ratio reflects better operational performance. Debt Equity Ratio (Standalone) increased as the Company availed additional borrowings for funding capex and strategic investments.

NON-CONVERTIBLE DEBENTURES

The Company had issued and allotted 5,000 unsecured, redeemable, non-convertible debentures (NCD) of face value of $ 10 Lakhs each on 15th May 2020 aggregating to $ 500 Crores at 7.5% p.a. and redeemable at the end of 3rd year. The NCDs were listed with National Stock Exchange of India Limited (NSE) on 19th May 2020.

Environment, Occupational Health & Safety:

Company's manufacturing facilities have been certified under Integrated Management System (IMS). ISO 14001 (Environment Management System) and ISO 45001 (Occupational Health & Safety Management System) standards are integrated into a common system making it leaner and more efficient. In addition, our canteen facility at Hosur plant is certified under ISO 22000:2018 (Food safety Management system) & also we are certified as "EAT RIGHT CAMPUS" -5 Star rating, as per guidelines established by Food Safety & Standards Authority of India (FSSAI).

The Company has reduced 18% specific water consumption in last 3 years. The Company's approach was "Demand side Water management" which best utilizes the available water. The water management framework has - water resource management, water distribution & supply management, management of water by end-users and waste-water management. During 2021-22, the Company repurposed RO rejects in domestic & industrial applications which resulted in fresh water saving of 50 lakh litres. The Company is making itself water positive by incorporating rainwater harvesting that reserve and refine ground water. Renewable power contributes to about 80% in overall share of power consumed. Initiatives taken towards using renewable energy resulted in CO2 emissions reduction of more than 60.000 tons during 2021-22. Efforts in enhancing Renewable Energy share has been recognised and was awarded "Outstanding Renewable Energy User" by Indian Federation of Green energy. Under Extended Producer Responsibility, the Company collected & recycled 318 tons of post-consumer plastic waste. To improve environment performance in the supply chain, 33 suppliers & recycling agencies were supported during 2021-22.

As a part of continual improvement in safety, close to 700 proactive hazard control measures have been implemented across all plants in Hosur, Mysuru & Nalagarh. The overall "Plant Safety Rating System" (PSRS) score which is a lead measure of safety performance among plants improved from 324 to 352. The Company was recognized as 'Winner in Category 1' of OHS Award for 2021-22 conducted by Office of JDISH Hosur, HIA & NHRD Hosur chapter.

Periodical safety trainings have been organized and close to 15.000 persons were covered on various safety topics. Towards improving the safety awareness and safety performance of the suppliers, identified Tier-1 suppliers have been covered under scheduled audit by certified OHS professionals through sharing of best practices, identifying hazards and implementing control measures.

For enhanced safety of Electric Vehicle (EV) manufacturing, various engineering and administrative controls have been introduced. For storage, handling and assembly of battery packs, there are temperature controlled dedicated enclosures (that are of 2-hour fire rating), automatic "smoke / flame detection & clean agent suppression system", access control with 24X7 CCTV surveillance and emergency exits. Ensuring ESD safety, especially while handling / having close proximity to sensitive electronic components of Electric Vehicles, ESD safe PPE's are deployed. Assembly and regenerative End of Line (EOL) Testing processes for EV battery packs and vehicles, are of intrinsically safe design, automated with multi levels of protection during testing. All critical / safety joints are ensured for torque and number of turns, ensuring safety of product and people. Everyone on EV assembly lines is trained and participated in periodic mock drills for creating awareness on safety Know-how and Know-why.

During second wave of CoVID-19 pandemic, Occupational Health Centre (OHC) extended support to all employees and their families by arranging CoVID testing at various hospitals and labs. In addition, support was extended towards arranging beds for employees and members of their families in times of need. Vaccination drive through camps and tie ups with reputed service providers enabled us to achieve 100% vaccination (double dose) for all employees including contractors and their families.

HUMAN RESOURCE DEVELOPMENT (HRD)

Constituents of Human Resources Development framework followed at the Company include Talent Management, Employee engagement, Performance management, Talent Acquisition, Diversity & Inclusion, Total rewards, Learning and Development, Career & Succession planning and Organization Development. Towards sustenance and delivering improved results, these constituents have a structured approach, policies and standard operating procedures which are reviewed and updated periodically. Current and future Skill-based competency development are planned and executed through both in-house programs and globally acclaimed programs, continuing education, challenging project assignments and job rotations. We have successfully expanded as a Company in future technology areas. The newly formed Future Mobility vertical is building talent depth in the areas of connected services, autonomous driving, charging technology etc. The Company is committed on building an Inclusive Workforce. In 2021-22 alone the Company has trained up to 300 managers across levels and across departments about Inclusion. In the journey of HR digitilization, an integrated HRMIS platform "Sampark" was launched to improve employee experience. As a part of SPARK project, the Company has completed re-design and launch of holistic talent process across organisation.

TVS Institute of Quality & Leadership (IQL) was certified as a Corporate University in 2018, by Global Council of Corporate Universities. This institute set on 75 acres campus near Attibele, Karnataka, focuses on cultural capabilities, collective capabilities, supporting strategy delivery and enhancing sustainability.

In 2021-22, four Community of Practice (CoPs) were launched for Taguchi Methods, Operations Research (OR), Reliability Engineering and TRIZ (Inventive problem methodology). These CoPs contributed significantly for tangible and intangible business impact. Skills training centre trained 2,584 person in the areas of assembly, fabrication, painting, CKD for IB.

As on 31st March 2022, the Company had 5161 employees on its roll.

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 2022, 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 2022 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 selfreliant rural community.

Over 26 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 $ 17.01 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 2021-22 and the Company has met the CSR spending through the following trusts registered with the Ministry of Corporate Affairs.

($ in Cr)

Presently, SST work with communities and governments to empower India's rural poor through awareness, skills and training programs. SST also do this by helping them find solutions that are sustainable, in areas ranging from economic development, and infrastructure to healthcare and education. SST encourage them to alter their attitudes and take ownership of changes that bring about lasting development

SST is working in thousands of villages spread across Tamil Nadu, Karnataka, Maharashtra, Himachal Pradesh, and Andhra Pradesh. SST has focused on the areas of economic development, health care, education, environment, social, infrastructure and water conservation actively in many villages. So far in the last 26 years, across SST, more than 60,000 women have been organized into Self-Help Group (SHGs), 2,500 village government infrastructures have been repaired and renovated, more than 290 water bodies have been desilted, to name a few of the activities.

SST has won the 'Outstanding Social Innovation' award at the CK Prahalad Awards 2021 under 'Bottom of the Pyramid' category. The award is a testament to the efforts SST has put in the last 26 years working in 2500 villages in and around Southern India bringing about holistic development.

Vidya Foundation is a registered Non-Governmental Organisation (NGO) that is executing its efforts in the field of Sports Development, Healthcare and Education.

All of the projects undertaken through SST or other trusts, for its CSR obligations, are within the limit of $ 1 Cr and do not require impact assessment.

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 2021-22 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 2022-23, 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

The following companies and bodies corporate are the subsidiaries/associates of the Company:

Subsidiaries

1. Sundaram Auto Components Limited (SACL), Chennai

2. TVS Housing Limited, Chennai

3. TVS Motor Services Limited, Chennai

4. TVS Credit Services Limited, Chennai (TVSCS)

5. Intellicar Telematics Private Limited, Bengaluru (Intellicar)

6. TVS Electric Mobility Ltd, Chennai (From 13.12.2021)

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

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

9. PT TVS Motor Company Indonesia, Jakarta.

Subsidiaries of TVSCS

10. Harita ARC Private Limited, Chennai

11. TVS Housing Finance Private Limited, Chennai

12. TVS Two-wheeler Mall Private Limited, Chennai

Subsidiaries of TVSM Singapore

13. The GO Corporation, Switzerland (GO AG), (From 16.09.2021)

14. Swiss E-Mobility Group (Holding) AG, Switzerland (SEMG) (From 27.01.2022)

15. The Norton Motorcycle Co Limited, UK

16. TVS Digital Pte Ltd, Singapore (From 20.05.2021)

Subsidiaries of GO AG (From 16.09.2021)

17. EGO Movement Stuttgart, GmbH, Germany

Subsidiaries of SEMG (From 27.01.2022)

18. Swiss E-Mobility Group (Schweiz), Switzerland

19. Colag E-Mobility GmbH, Germany

Subsidiaries of SACL

20. Sundaram Holding USA Inc, Delaware, USA

21. Green Hills Land Holding LLC, South Carolina, USA

22. Components Equipment Leasing LLC, South Carolina, USA

23. Sundaram - Clayton (USA) LLC, South Carolina, USA

24. Premier Land Holding LLC, South Carolina, USA

Subsidiary of Intellicar (From 10.11.2021):

25. Intellicar Singapore Pte Ltd, Singapore

Associates

1. Emerald Haven Realty Limited, Chennai and its eight subsidiaries

2. Ultraviolette Automotive Private Limited, Bengaluru

3. Tagbox Solutions Private Limited, Bengaluru

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 2022, the following acquisitions were made by the Company through its overseas subsidiaries:

(1) 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. (70% stake)

(2) Alexand'Ro Edouard'O Passion Velo Sarl ("Passion Velo"), primarily engaged in the sale of e-bikes as well as e-bike accessories through Swiss E-Mobility Group (Holding) AG. (100% stake)

The Company has also acquired 1.81 % stake in Roppen

Transportation Services Private Limited ("Rapido'').

Sundaram Auto Components Limited (SACL)

The total income of SACL was $ 608 Cr in the current year as against $ 463 Cr in the previous year 2020-21.

SACL earned a profit before tax of $ 4.30 Cr after incurring an exceptional cost of $ 6 Cr during the year 2021-22 as against loss of $ 19.08 Cr in the previous year after incurring an exceptional cost of $ 9.36 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 initially the investment SPV of the Company, for funding TVS Credit Services Limited (TVS CS).

TVS MS now holds 0.54% only in TVS CS post redemption of its preference shares held by the Company and TVS MS continues to be a wholly owned subsidiary of the Company.

TVS Credit Services Limited (TVS CS)

TVS CS is the retail finance arm of the Company for financing of two wheelers.

During the year 2021-22, TVS CS's overall disbursements registered at $ 12,533 Cr as compared to $ 8,627 Cr in the previous year registering growth of 45%. During the year under review, the assets under management are around $ 13,911 Cr as against $ 11,200 Cr during the previous year registering a growth of 24%. Total income during the financial year 2021-22 increased to $ 2,731 Cr from $ 2,241 Cr during the financial year 2020-21, an increase of 22% over previous year.

The profit before tax after exceptional items for the year stood at $ 151 Cr as against $ 105 Cr during the previous year registering a growth of 44%.

The following companies are the subsidiaries of TVSCS.

1. Harita ARC Private Limited, Chennai

2. TVS Housing Finance Private Limited, Chennai

3. TVS Two-wheeler Mall Private Limited, Chennai

All the above subsidiaries are yet to commence their operations.

During the year, TVS CS has divested its entire stake in Harita Collection Services Private Limited, TVS Micro Finance Private Limited and TVS Commodity Financial Solutions Private Limited.

Intellicar Telematics Private Limited (Intellicar)

Intellicar is a wholly owned subsidiary of the Company. Intellicar provides advanced fleet management solutions through an integrated platform powered by IoT technologies coupled with strong analytics and data management capabilities. It will help accelerate the ongoing digital initiative of the Company that are targeted at delivering enhanced customer experience. Total income of Intellicar was at $ 21.6 Cr in the year 2021-22 as against $ 7.9 Cr in the previous year 2020-21. Intellicar made a profit before tax of $ 0.96 Cr in the year 2021- 22 as against loss of $ 4.8 Cr in the previous year 202021 and is forecasting strong YoY financials with material growth in both revenue and ARR (Annual Recurring Revenue) for 2022- 23.

TVS Electric Mobility Ltd, Chennai (TVSEM)

During the year, the Company has incorporated TVSEM on 13th December 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.

TVS Motor Company (Europe) B.V.

TVS Motor Company (Europe) B.V. was incorporated with a view to serve as 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, a wholly owned subsidiary, through its subsidiary TVS Digital Pte. Ltd. (TVSD) is being leveraged to operationalize a digital technology organization focused on delivering high quality digital solutions that address real life business challenges by harnessing the power of Analytics, Artificial Intelligence, Augmented Reality, Machine Learning and Internet of Things. The solutions and offerings are focused in the areas of automotive and fintech industries that have direct relevance to the Company and its subsidiaries and are scalable and monetizable in the digital economy.

TVS Motor (Singapore) Pte Limited had made investments aggregating USD 17.9 Mn in Altizon Inc (USA) in the area of Digital Manufacturing focused on Digitizing Legacy Factories, Predictronics Corporation (USA) in the area of Digital Manufacturing focused on Predictive Maintenance, Scienaptic (USA) in the area of Credit Services focused on Credit Decisioning, Underwriting and Collections and in Tagbox (Singapore) in the area of Fleet Management focused on Granular Asset Tracking.

The Company's invested entities have performed very well with Altizon, Intellicar and Tagbox registering double-digit revenue growth, while all invested entities delivered YoY multiples in ARR growth coupled with improved operational and financial metrices compared to the previous financial year. Thanks to the growth in digital technologies driven by both CoVID-19 and booming digital economy, it is expected that the invested start-ups will continue to deliver material growth in FY 2022-23 including financial and operational metrices while continuing to add value to the ongoing digital transformation initiatives in our group companies.

During the year, the Company has invested a sum of SGD 199.62 Mn in the ordinary shares of TVS Motor (Singapore) Pte Limited.

TVS Digital Pte Ltd, Singapore

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

PT. TVS Motor Company Indonesia (PT TVS)

PT TVS posted an Operating PBT of $ 17.69 Cr for the full year.

PT TVS recorded sales of 11,094 nos. of three wheelers as against 5,863 nos. of sales during the previous year (growth of 89%) and 86,196 nos. of two wheelers as against 58,901 nos. in last year, thereby registering a growth of 46%.

The growth in sales numbers, coupled with effective management of fixed costs enabled company to achieve EBITDA of $ 38.53 Cr as against $ 20.08 Cr of last year.

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

During the 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 Swiss E-mobility 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 e- bike retain chain M-way in Switzerland. By combining its extensive physical network and e-commerce platform with two online platforms and 31 physical stores strategically located across Switzerland.

SEMG has strong omnichannel distribution and aspirational brands, including Cilo, Simpel, Allegro and Zenith-Bikes. The Company enhanced the product range further and scale the Company in the DACH region and beyond. SEMG is No. 1 in Switzerland with a market share of 20%. During last year SEMG reported revenue of $ 546.72 Cr and PAT of $ 43.39 Cr and expected revenue for the current financial year is around USD 100 Mn. SEMG is expanding further into DACH region. 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 merging 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 will touch 25 bn in 5 years.

This acquisition of a profitable and growing platform with the opportunity to drive further value will augur well for the Company in the long run.

The GO Corporation, Switzerland (GO AG)

During the year, the Company acquired majority stake in 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, with technical refinements such as a powerful mid-motor including a torque sensor, a USB port on the removable lithium-ion battery and an LED light that automatically switches on at dusk. The unique and innovative design philosophy has earned the company multiple awards, including the prestigious Red Dot 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 e-scooters. 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 2021-22, The Norton Motorcycle Co. Limited (UK) (Norton) which was acquired by the wholly owned subsidiary TVS Motor (Singapore) Pte. Limited in April 2020, has established a modern, state of the art manufacturing facility, capable of producing high end premium motorcycles, at Solar Park, Solihull, West Midlands, UK. Norton has firmed up its product plan with a series of new products to be launched in coming years catering to various segments of the premium motorcycle market.

Production of motorcycles at the newly established facility has commenced and they are expected to be in the market very soon. Key management positions have been filled up and the organisation has been strengthened through recruitment of manpower with required skills & talent in all functions. Norton will continue its focus on producing products with high quality standards, establishing a robust supply chain & distribution network in its journey of relaunching this iconic brand to its rightful place at the global level.

Sundaram Holding USA Inc. (SHUI) & its subsidiaries

Sundaram Holding USA Inc. (SHUI), a company established under the applicable provisions of Laws of The United States of America, is owned by Sundaram Auto Components Ltd (SACL) (wholly owned subsidiary of the Company) and Sundaram-Clayton Limited (SCL) (holding company of the Company).

SHUI's wholly owned subsidiaries are:

1. Green Hills Land Holding LLC, South Carolina, USA

2. Component Equipment Leasing LLC, South Carolina, USA

3. Sundaram-Clayton USA LLC, South Carolina, USA

4. Premier Land Holding LLC, South Carolina, USA

During the year 2021-22, SCL has invested a sum of USD 23.95 Mn in the ordinary shares of SHUI. SCL and SACL holds 49.7% and 50.3% respectively of the total capital of SHUI as on 31st March 2022.

Post CoVID-19, SHUI has restarted its operation and started supplies to customers during first half of 2021-22.

Emerald Haven Realty Limited (EHRL)

During the year, EHRL revenue increased by 46% and sales increased by 6% despite adverse impacts due to the second wave of CoVID-19 and the lockdown restrictions imposed in May / June'21, severe cyclone and floods in November'21.

The Company also worked on various value engineering measures to control operating and fixed costs, which helped in the operating performance of the Company.

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 $ 2.54 Cr in the year 2021-22 as against loss of $ 1.61 Cr in the previous year 2020-21. UV is a start-up 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 $ 7.24 Cr in the current year as against $ 6.2 Cr in the previous year

2020- 21. Tagbox incurred a loss of $ 2.71 Cr in the year

2021- 22 as against the loss of $ 0.2 Cr in the previous year 2020-21.

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 $ 9.37 Cr in 2021 as against $ 7.8 Cr in the previous year 2020. Predictronics made a loss of $ 2.27 Cr in the year 2021 as against a loss of $ 4.6 Cr in the previous year 2020.

Scienaptic System Inc (Scienaptic), USA

Scienaptic is a start-up company engaged in explainable AI powered Advanced underwriting decisioning platform. Total income of Scienaptic was at $ 28.9 Cr in 2021-22 as against $ 26.7 Cr in the previous year 2020-21. Scienaptic incurred a loss of $ 24.1 Cr in the year 2021-22 as against loss of $ 19.3 Cr in the previous year 2020-21.

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. Total income of Altizon was at $ 7.6 Cr in the current year as against $ 4.1 Cr in the previous year

2020- 21. Altizon incurred a loss of $ 8.7 Cr in the year

2021- 22 as against loss of $ 8.6 Cr in the previous year 2020-21.

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 and it has 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 $ 1,067 for the financial year 2021-22 as compared to $ 822 Cr in the previous year.

Special Recognition for Mr Venu Srinivasan

Mr. Venu Srinivasan was conferred the Padma Bhushan by the President of India. The award is conferred for "distinguished service of a high order" and is one of the highest civilian awards of the Republic of India.

Mr Venu Srinivasan is also the AUTOCAR MAN OF THE YEAR 2021.

Appointment of Chairman Emeritus and Chairman

Mr Venu Srinivasan was designated as Chairman Emeritus effective 1st April 2022 by the Board, at its meeting held on 7th February 2022 and continues to be the Managing Director of the Company.

At the same meeting, the Board appointed Prof Sir Ralf Dieter Speth, Non-Executive Director as Chairman of the Board, effective 1st April 2022.

Elevation of Mr. Sudarshan Venu as Managing Director

The Board of Directors at its meeting held on 5th May 2022 elevated Mr. Sudarshan Venu as Managing Director of the Company, effective that date, on the recommendation of Nomination and Remuneration Committee at its meeting held on 29th April 2022.

Mr Sudarshan Venu has been charting the future of the Company and has made it the most awarded two-wheeler Company. He has played a pivotal role in the Company's growth in India and key international markets, including Asia, Africa and more recently Europe. Considering all his dedicated efforts, the Board decided to elevate him as Managing Director.

Directors' appointment / re-appointment / cessation

During the year under review, Mr Prince Asirvatham, tendered his resignation as a Independent Director of the Company with effect from 20th August 2021 due to health reasons.

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. Mr H Lakshmanan and Dr. Lakshmi Venu, Directors are liable to retire by rotation, at the ensuing AGM. However, Mr H Lakshmanan, director, has expressed his desire not to offer himself for re-appointment at the ensuing AGM, due to old age. In terms of Section 152 of the Act, 2013, that, if the vacancy of the retiring director was not filled up, it would be required to be resolved expressly by the shareholders not to fill the vacancy of the retiring director.

As, Mr H Lakshmanan has expressed his desire not to offer himself for re-appointment at the ensuing AGM, the composition of the Board has reduced below the minimum level of having 2/3rd Directors liable to retire by rotation.

Hence, it has been proposed to re-appoint Mr Venu Srinivasan, Chairman Emeritus and Managing Director (CE & MD) as a Director liable to retire by rotation, who was appointed earlier as a non-retiring Director at the eighth Annual General Meeting (AGM) held on 11th September 2000, on the recommendation of the Nomination and Remuneration Committee at its meeting held on 29th April 2022.

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. Further, the Board at its meeting held on 5th May 2022, approved the re-appoinment of Mr Sudarshan Venu as Managing Director (MD) for a further period of five years from 1st February 2023 to 31st January 2028, in accordance with the Act, 2013 and the Listing Regulations on such terms and conditions of his re-appointment including remuneration, as recommended by the Nomination and Remuneration Committee of directors at their meeting held on 29th April 2022. The shareholders approval are being sought through Postal Ballot.

It may be noted that, the approval of the Central Government is required for his re-appointment as MD of the Company in terms of Schedule V to the Act as he is a person resident outside India.

Independent Directors (IDs)

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

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 their 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 meet 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. 88 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 18th March 2022.

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 NonExecutive Directors viz., Prof. Sir Ralf D Speth, H Lakshmanan, and Dr. Lakshmi Venu, Directors and also of Chairman of the Board and the Board as a whole, for the year 2021-22.

IDs evaluated the performance of all Non-IDs individually, through a set of questionnaires. They 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. They have also noted the milestones achieved by the Company during the year under review.

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

b) Chairman

The IDs reviewed the performance of the Chairman of the Board after considering his performance vis-a-vis benchmarking the performance of the Company with the industry under the stewardship of the Chairman.

The IDs also placed on record, their appreciation of the Chairman's appropriateness and proactive nature of his interventions for developing strategic plans aligned with the vision and mission of the Company; aggressive vision on electric mobility, succession plan for the Company's sustainability in challenging global environment; and provides exceptional and critical leadership and provides robust leadership for the Board to take on diverse challenges in a disruptive market, contributing to clean / green mobility.

They also commended his high level of integrity & objectivity and very judicious approach, and brings his vast experience to bear on steering Board discussions and decisions for the benefit of the Company and Shareholders.

c) Board

The 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, Administration and International trades and is well balanced with the addition of directors, with domestic and international experience and also from new industries

The IDs were always kept involved through open and free discussions and provided additional inputs in emerging areas being forayed into by the Company; and also noted that the board had timely information and full disclosures for meaningful and open discussions at all meetings and forums.

They also expressed their satisfaction with presentations on major litigations, a regular update on the performance of Subsidiaries, EV businesses which have been fairly made to all IDs with open door discussions.

The Company's management is well guided by the NonExecutive 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.

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 be reflected in the policies to make it upto date and more comprehensive.

The objective of such policy shall be 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 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 questionnaires.

Independent Directors

The performance of all IDs were 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 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.

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 2021-22, 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.

Scheme of Amalgamation and Arrangement - TVS Group

A memorandum of family arrangement was executed on 10th December 2020, between the TVS Family for aligning and synchronizing the ownership of shares in various companies / business with the management of the respective companies, as is currently being done.

In this regard, a Composite Scheme of Amalgamation and Arrangement (Scheme) was filed with NCLT by T V Sundram Iyengar & Sons Private Limited, the ultimate holding Company and an order was pronounced on 6th December 2021 sanctioning the Scheme.

Consequent to the Scheme being effective, Sundaram Industries Private Limited and Southern Roadways Private Limited got merged with TVS Sundram Iyengar & Sons

Private Limited and the equity shares held by T V Sundram Iyengar & Sons Private Limited and its subsidiaries viz., Sundaram Industries Private Limited and Southern Roadways Private Limited, in Sundaram-Clayton Limited (SCL) have been vested with TVS Holdings Private Limited effective 4th February 2022.

TVS Holdings Private Limited thus became the ultimate holding company effective that date.

Statutory Auditors

The Company at its 26th AGM held on 7th August 2018 reappointed M/s V. Sankar Aiyar & Co., Chartered Accountants, Mumbai, having Firm Registration No. 109208W allotted by The Institute of Chartered Accountants of India, as Statutory Auditors of the Company to hold office, for the second term of five consecutive years from the conclusion of 26th AGM till the conclusion of 31st 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 Statutory Auditors will continue to hold office for the final year in the second term of five consecutive years, from the conclusion of this AGM.

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 2022-23.

The Auditors' Report for the financial year 2021-22 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements.

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 2021-22, given by M/s S Krishnamurthy & Co., Company Secretaries, Chennai is attached to this Report. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

The Board at its meeting held on 5th May 2022 has re-appointed M/s S Krishnamurthy & Co., Company Secretaries, Chennai having Unique Identification Number P1994TN045300 allotted by the Institute of Company Secretaries of India as Secretarial Auditors for the financial year 2022-23.

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.

In terms of the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board has re-appointed Mr A N Raman, Cost Accountant holding Certificate of practice No. 5359 allotted by The Institute of Cost Accountants of India, as the Cost Auditor for conducting Cost Audit for the financial year 2022-23.

The Company has also received necessary certificate under Section 141 of the Act, 2013 from him conveying his eligibility to act as a Cost Auditor. A sum of $ 8 lakhs has been fixed by the Board as remuneration in addition to reimbursement of applicable taxes, travelling and out-of-pocket expenses payable to him, for the financial year 2022-23, which is required to be approved and ratified by the Members, at the ensuing AGM as per Section 148(3) of the Act, 2013.

The Company has filed the Cost Audit Report of 2020-21 on 26th August 2021 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 the Listing Regulations is given as Annexure VIII to this Report.

The Director & 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 2022.

12. BUSINESS RESPONSIBILITY REPORT

In terms of Regulation 34 of the Listing Regulations, the Business Responsibility Report for the year 2021-22 describing the initiatives taken from an environment, social and governance perspective, 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. 88 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. 88 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 2022.

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. 88 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 is 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 2021-22 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.

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

The Company has an Internal Complaints Committee as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.