Directors Report of TVS Electronics Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 30th Annual
Report of your Company for the financial year ended March
31,2025.

Financial Results

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

Standalone

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

Transfer To Reserves

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

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

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

The Customer Support Services (CSS) segment delivered a
robust performance, with revenue rising to '' 123 Crore from

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

While the Company experienced margin compression at the
EBIT level, this was primarily due to planned increases in
depreciation and manpower costs, aligned with its strategic
growth agenda. Key investments during the year included:

• Strengthening Engineering and R&D teams

• Scaling up Retail Operations

• Laying the groundwork for EMS, Infrastructure
management services and green energy initiatives

• Lxpanding outreach through alternate go-to-market
channels

A total of '' 9 Crore was incurred towards new initiatives in
core business segments, fully expensed during the year.
These forward-looking investments are expected to yield
significant long-term value.

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

Dividend

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

Safety

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

2. Regular Safety Training and Audits: Recognising
the importance of continuous improvement in safety
standards, the Company conducts regular safety
training sessions for its employees. These sessions not
only educate employees about safety protocols but also

empower them to actively participate in maintaining a
safe workplace environment. Additionally, rigorous
safety audits are performed to identify potential hazards
and ensure compliance with safety standards across all
facilities.

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

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

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

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

Code of Business Conduct and Ethics

The Company has in place the Code of Business Conduct
and Ethics for member of the Board and senior management
personnel (the Code) approved by the Board. The Code is
available on the Company’s Website at https://api.tvs-e.
in/uploads/documents/Code%20of%20Conduct.pdf. The

Code has been communicated to directors and the senior
management personnel. All the members of the Board and
senior management personnel have confirmed compliance
with the Code of Business Conduct and Ethics for the year
ended March 31, 2025. The Annual Report contains a
declaration to this effect signed by Managing Director.

Vigil Mechanism / Whistle Blower policy

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

Prevention of Insider Trading

The Company has a Code of Internal Procedures and
Conduct for regulating, monitoring and reporting of Trading
by Insiders in line with SEBI Regulations. The Code has been
communicated to all the employees of TVS-E by conducting
frequent awareness sessions and also has ensured obtaining
Annual and One-time Disclosure from the designated
persons of TVSE under SEBI (Prohibition of Insider Trading)
Regulations, 2015. The Code of Internal Procedures and
Conduct for regulating, monitoring and reporting of Trading by
Insiders is amended from time to time to make it in line with
SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code has been communicated to all the employees
at the time of orientation and adhered to by the Board of
Directors, Senior Management Personnel and the other
persons covered under the code. The Company follows
the closure of the trading window prior to the publication
of price-sensitive information. The Company has adopted
Fair Practices Code (FPC) as per the regulations. Code of
Conduct for Insider Trading Regulation and the Fair Practices
Code are available on the Company’s Website.

0 Code of Conduct for Insider Trading Regulation:

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

0 Fair Practices Code:

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

0 Procedure of inquiry in case of leak or suspected
leak of UPSI:

https://api.tvs-e.in/uploads/documents/TVSE UPSI
Policy.pdf

Holding Company and Promoters

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

Scheme of Amalgamation:

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

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

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

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

The meeting of equity shareholders and unsecured creditors
of the Company was convened on April 04, 2025 and the
requisite majority was attained as prescribed under Section
230(6) of the Companies Act, 2013, considering majority of
the persons representing three-fourth in value of the Equity
Shareholders and Unsecured Creditors, respectively, voted in
favour of the Scheme of Amalgamation. The Scrutiniser report
along with the outcome of the NCLT convened meetings
were filed with the Stock Exchanges on April 04, 2025. The
Chairman appointed for the NCLT convened meetings in his
report submitted to the NCLT, declared that the resolution
for the approval of the Scheme of Amalgamation was duly
adopted. Outcome of the Meetings along with the scrutiniser’s
report is available on the website of the Company at: https://
www.tvselectronics.in/investor-relations

The Hon’ble NCLT, Chennai Bench has fixed the hearing
date on May 28, 2025 and the Company has subsequently
sent notices to regulatory authorities for seeking their
representations with regard to the proposed scheme. The
developments will be intimated to the Stock Exchanges.

Disclosure of Agreements

During the year under review, no agreements were entered
into by the shareholders, promoter, promoter group entities,
related parties, directors, key managerial personnel,
employees of the Company or its holding, subsidiary
company among themselves or with the Company or with a
third party, solely or jointly, which either directly or indirectly
or potentially or whose purpose and effect is to, impact the
management or control of the Company or impose any
restriction or create any liability upon the Company.

The Company had acceded to the Non-Competition
Agreement (NCA) executed amongst various members of the
TVS family in the year 2022 by executing Deed of Adherence.
The NCA recorded the understanding in respect of conduct of
different kinds of business by the members of the TVS family.

Further, consequent to the recognition of the ownership
of the Marks “TVS” “Sundaram” and “Sundram” in the
respective TVS family members or in connection with the
business owned or controlled or operated by them, as part of
the family arrangement amongst the TVS family members,
the Board of Directors of the Company at its meeting held on
May 06, 2024, based on the recommendation of the Audit
Committee, recognised the need to formalise the right to use
the Mark “TVS” by the Company with its current owner viz;
Gopal Srinivasan Family Group and approved the payment
of brand usage fee by the Company to M/s. Sundaram
Investment Consultants LLP (Licensor), an entity nominated
by Gopal Srinivasan Family Group, being related party, at
the rate not exceeding 1% of consolidated net sales of the
Company with effect from April 01, 2023 (“Commencement
Date”), subject to the condition that in the event of absence of
profit or inadequacy of profit in a financial year, the Company
shall pay a fixed brand usage fee of '' 5,00,000 (Rupees Five
Lakhs) to the licensor for that particular financial year.

Change In The Nature Of Business

There was no change in the nature of business of the
Company during the Financial Year.

Subsidiary, Joint Venture Associates Companies

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

Consolidated Accounts

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

Annual Return

In terms of the requirements of Section 92(3) read with
134(3)(a) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 the copy of the
Annual Return in prescribed format is available on the
website of the Company: https://api.tvs-e.in/uploads/
documents/1752829477321-Form-MGT 7-2024-25.pdf

Number of Board and Committee Meetings

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

Share Capital

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

Particulars of Loans, Guarantees or Investments

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

Related Party Transactions

All the related party transactions entered into are on ‘arm’s
length’ basis and in the ordinary course of business and are
in compliance with the provisions of the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015.

None of the transactions are in the nature of having any
potential conflict with the interests of the Company at large.
There were no material related party transactions during the
year. Accordingly, the disclosure of related party transactions
as required under Section 134(3)(h) of the Act in Form AOC-
2 is not applicable to the Company for 2024-25 and hence
does not form part of this report.

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

Omnibus approvals are obtained for related party
transactions which are repetitive in nature. In respect of
unforeseen transactions, specific approvals are obtained. All

related party transactions are approved / reviewed by the
Audit Committee on a quarterly basis, with all the necessary
details and are presented to the Board and taken on record.
The details of transactions with related parties are provided
in the financial statements. The Related Party Transactions
policy was amended to make it in line with the amended
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and is uploaded on the Company’s website
at https://api.tvs-e.in/uploads/documents/1752304721434-
TVSE RPT-Policy 2025.pdf

Directors and Key Managerial Personnel
Independent Directors

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

Appointment

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

Cessation

Mr. M Lakshminarayan and Mr. M F Farooqui ceased from the
Board as Independent Directors of the Company with effect
from the close of business hours on May 05, 2025 due to
completion of their second and final term of five consecutive
years as an Independent Director of the Company. The
Board expressed its appreciation for the valuable guidance,
commitment and contributions made during their association
with the Company as the members of the Board of Directors.

In the opinion of the Board, the existing Independent Directors
are with sufficient integrity, expertise and experience. The
Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and the provisions of SEBI (LODR)
Regulations. 2015. The terms of appointment of Independent
Directors are available in the Company’s website:

https://api.tvs-e.in/uploads/documents/Terms%20of%20

appointment%20of%20Independent%20Directors.pdf

As per the provisions of Rule 6 of The Companies
(Appointment and Qualifications of Directors) Rules, 2014,
all the Independent Directors have registered their name in
the databank maintained by the Indian Institute of Corporate
Affairs and the Independent Directors will evaluate their
past experiences and complete the online proficiency test,
if applicable.

Separate Meeting of Independent Directors

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

Retirement by rotation

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

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

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

Woman Director

In terms of Section 149 of Companies Act, 2013, the
Company is required to have a Woman Director on its Board.
Mrs. Srilalitha Gopal, Managing Director is already on the
Board of the Company from November 10, 2011 and hence
the Company fulfills the requirements of the said Section.

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

Key Managerial Personnel (KMPs)

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

Evaluation of the performance

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

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company
reviewed the composition of the Board, to ensure that there is
an appropriate mix of abilities, experience and diversity to serve
the interests of the shareholders of the Company.

In accordance to Section 178 of Companies Act, 2013,
the Nomination and Remuneration Policy was formulated
to govern the terms of nomination, appointment and
remuneration of Directors, Key Managerial and Senior
Management Personnel of the Company.

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

The Nomination and Remuneration Policy is amended
from time to time to make it in line with the amendments
to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The document as approved by the Board is available on the
Company Website at https://api.tvs-e.in/uploads/documents/
TVSE NRC-Policy 2022 22.pdf

Risk Management Policy

TVS-E acknowledges the importance of integrating risk
management into its strategic planning framework to ensure
long-term sustainability. During 2024-25, the Company
identified and mitigated several risks including raw material
risk, import risk, technology risk, cyber security risk. The
detailed explanation is covered under the Management
Discussion and Analysis report.

Statutory Auditors

M/s Guru & Jana, Chartered Accountants (FRN: 006826S)
were appointed as the Statutory Auditors of the Company at

the 27th Annual General Meeting of the Company held on
June 29, 2022 for the first term of 5 years to hold office up
to the conclusion of the forthcoming 32nd Annual General
Meeting.

In terms of the notification issued by Ministry of Corporate
Affairs dated May 07, 2018, the requirement of obtaining
shareholder’s ratification every year has been done away
with and requires only the Board approval. Accordingly, the
Board of Directors of the Company at its meeting held on May
17, 2025 approved their appointment for the 4th year (2025¬
26) in their term of 5 years to hold office till the conclusion
of 32nd Annual General Meeting. There is no qualification,
reservation, adverse remark, or disclaimer by the Statutory
Auditors in their Report.

Internal Auditors

M/s. Suri & Co. Chartered Accountants (FRN. 004283S)
were appointed as the Internal Auditors for the financial year
2024-25. The Board of Directors at their meeting held on
May 17, 2025, based on the recommendation of the Audit
Committee, re-appointed M/s. Suri & Co as Internal Auditors
of the Company for the financial year 2025-26.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read
with Companies (Cost Records and Audits) Rules, 2014,
printers manufactured by the Company are falling under
the specified Central Excise Tariff Act heading are covered
under the ambit of mandatory cost audits from the financial
years commencing on or after April 01,2015.

Mr. P Raju Iyer, Cost Accountant, Chennai was appointed as
the Cost Auditor of the Company, to carry out the cost audit
for 2024-25. The Board of Directors at their meeting held on
May 17, 2025, based on the recommendation of the Audit
Committee, re-appointed Mr. P Raju Iyer, Cost Accountant,
Chennai as the Cost Auditor of the Company, to carry out
the cost audit for the financial year 2025-26, subject to the
ratification by shareholders for the remuneration to be paid
in the ensuing Annual General Meeting. As specified by the
Central Government under Section 148(1) of the Companies
Act, 2013, the cost records are required to be maintained by
the Company and accordingly such accounts and records
are made and maintained.

Secretarial Auditors

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

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI Listing Regulations,
based on the recommendation of the Audit Committee,
the Board of Directors of the Company at the meeting held
on May 17, 2025, recommended the appointment of M/s.
V Suresh Associates, Chennai (Firm Registration Number
P2016TN053700) as Secretarial Auditors for the first term of
five consecutive years starting from financial year 2025-26 till
financial year 2029-2030, to the shareholders for approval in
the ensuing Annual General Meeting. The proposal is placed
in the Annual General Meeting for obtaining shareholders’
approval.

Employee Stock Option Plan

There is no active ESOP Scheme as on date of this report.
Credit Rating

The Company has obtained credit rating from Brickworks
Ratings India (P) Ltd., vide their letter dated January 09,
2025. The Credit rating agency has reaffirmed the rating of
“BWR A”.

Transfer to Investor Education and Protection Fund
(IEPF)

Unclaimed Dividend:

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

Transfer of Equity Shares to IEPF Authority:

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

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

The Company will transfer dividend amount pertaining to
the Financial Year 2017-18 which remains unclaimed as on
September 12, 2025 as per the provisions of the Companies
Act, 2013 and the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 to Investor Education and Protection Fund (IEPF).

Further, the Company will dispatch the notice through
registered post to the shareholders who have not claimed
dividend(s) for seven consecutive years to apply for the
unclaimed dividends within three months from the date
of the notice. The said notice will also be published in the
newspapers (Financial Express- English and Makkal
Kural - Tamil) and subsequently will be filed with the stock
exchanges.

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

Particulars of Employees and related disclosures

The particulars of the employees covered by the provisions
of Section 197 (12) of Companies Act, 2013 and the rules
thereunder forms part of this report. However, as per the
provisions of Section 136(1) of Companies Act, 2013, the
annual report is being sent to all the members excluding this
statement. This will be made available for inspection through
email on receiving request from the member.

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors
and employees with the Company’s performance is given as
Annexure C to this report.

E-Waste Management

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

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

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

Corporate Social Responsibility

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

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

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

Corporate Governance

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

A Certificate from the Practising Company Secretary
regarding compliance of the conditions of Corporate
Governance as stipulated in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is forming part
of Annual Report.

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

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

Public Deposits

The Company has not accepted any deposits from the public
within the meaning of Sections 73 to 76 of the Companies
Act, 2013 for the year ended March 31,2025.

Material changes and commitments

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

Policy For Determination of materiality of an event

Company has framed a policy for determination of materiality
of an event and the same is available on the Company
Website at:

https://api.tvs-e.in/uploads/documents/TVSE MSP-
Policy 2022 22.pdf

Significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern
status of the Company

There are no significant and material orders passed by
the regulators or courts or tribunals, which would impact
the going concern status of the Company and its future
operations.

Reporting of Fraud

During the year under review, none of the auditors of the
Company (Statutory Auditors, Secretarial Auditors, Cost
Auditor) has reported any instances of fraud committed

against the Company by its officers or employees, as
specified under Section 143(12) of Companies Act, 2013.

Secretarial Standards

The Company has complied with the applicable Secretarial
Standards issued by Institute of Company Secretaries of
India (“ICSI”).

Other laws

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

During the year under review

Number of complaints received in the year: Nil

Number of complaints disposed off during the year: NA

Number of cases pending for more than 90 days: Nil

Number of Workshop or awareness Program: One awareness
program was conducted during the women’s forum day and
e-learning courses* were launched by the Company.

Nature of Action taken by the employer or District
Officer: Nil

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

Other POSH Awareness session details

Row Labels	Active	Mode of Completion			Completed	Completion
	Employees	eLearning	POSH Awareness Session by External lawyer | Virtual	Webinars conducted by PoSH Ambassadors | Virtual		%
Customer Support Services	581	212	127	242	581	100%
EMS	44	32	12	NA	44	100%
Product and Solution Group	187	74	84	29	187	100%
Support Services Group	138	37	50	51	138	100%
Total Structured	950 Certified Col	355 irse for POS	273 H IC Members 1 Cet	322 ;ureUs	950 4	100% 100%

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

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

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

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

No such event has occurred during the year under review.

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

Directors’ Responsibility Statement

Based on the framework of internal financial controls and
compliance systems established and maintained by the

Company, work performed by the internal, statutory, cost
and secretarial auditors and external consultants, advisors
of the Company and the reviews performed by Management
and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company’s
internal financial controls with reference to the financial
statements were adequate and effective during the financial
year 2024-25:

The financial statements have been prepared in accordance
with the Indian Accounting Standards, which has become
applicable to the Company with effective from April 01,2017.

In terms of Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
further confirm:

i. that in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
Indian accounting standards have been followed and
that there were no material departures;

ii. that the directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year March 31,
2025 and of the loss of the Company for the year under
review;

iii. that the directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv. that the directors had prepared the annual accounts for
the year ended March 31, 2025 on a “going concern”
basis;

v. that the directors had laid down internal financial controls
which are adequate and are operating effectively;

vi. the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for
the committed service of all the employees.

The Directors would also like to express their grateful
appreciation for the assistance and co-operation received
from the customers, dealer partners, business partners,
bankers and its holding company M/s TVS Investments
Private Limited (formerly known as M/s Geeyes Family
Holdings Private Limited).

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

For and on behalf of the Board

GOPAL SRINIVASAN SRILALITHA GOPAL

Chennai Chairman Managing Director

May 17, 2025 DIN:00177699 DIN: 02329790

---

Mar 31, 2024

The Directors have pleasure in presenting the 29th Annual Report of your Company for the financial year ended March 31,2024.

Financial Results

The financial performance of the Company for the year ended March 31, 2024 is summarised below. The financial statements for the year have been prepared in accordance with the mandatory accounting standards (Ind AS).

Standalone

		(Rs. in Lakhs)
Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from operations	36,604	35,349
Profit/ (Loss) Before Tax (PBT) and exceptional items	(68)	1,284
Exceptional items / Extraordinary Items	-	-
Profit / (Loss) Before Tax	(68)	1,284
Profit / (Loss) After Tax	27	952
(PAT)
Add: Brought forward	6,310	5,376
from previous year
Add/(Less): Other Comprehensive Income for the year (net of Income Tax)	27	(18)
Less: Dividend on equity shares (incl. taxes)	(373)	-
Retained earnings	5,991	6,310

Transfer To Reserves

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

During the fiscal year, the Company reported total revenues of '' 366 Crore, reflecting a 4% year-on-year growth compared to 2022-23. Revenue from the ‘Products and Solutions’ segment increased by 9% to '' 267 Crore, while revenue from the ‘Customer Support Services’ segment saw a slight decline of 8%, totaling '' 98 Crore. The EBIT margin decreased mainly due to higher depreciation costs from factory consolidation and increased manpower expenses. These costs were driven by new business initiatives, such as a dedicated focus on the retail segment, strengthening R&D, engineering and digital teams as well as diversification into new segments to offer value-added products and solutions through ‘Made in India’ initiatives. The Company also built teams to expand its reach through alternate channels under the Products and Solutions Group. Similarly, the Company strategically invested in enhancing its workforce to spearhead the development of Infrastructure Management services and pioneering green energy ventures under CSS segment. These strategic, one-time investments, incurred

during the year are anticipated to significantly enhance the Company’s future growth and profitability.

During the year, the Company invested '' 28 Crore in capital expenditures for various expansion initiatives aimed at diversifying the business and enhancing operational efficiency. Of this amount, '' 15 Crore was dedicated to the Electronics Manufacturing Services (EMS) segment, as part of expansion plan. The remaining '' 13 Crore towards Tumkur factory consolidation. Of the total capex incurred 50% was funded through internal accruals. There were no changes in the Company’s core business activities during the financial year ending March 31,2024.

Dividend

The Company has a consistent dividend policy that balances the objective of appropriately rewarding shareholders through dividends and to support future growth. Though the profit for the current year is inadequate for declaring dividend, the Directors are pleased to recommend a final dividend of '' 1 per equity share (10% of the face value) for the financial year ended March 31, 2024, maintaining the consistency in dividend declaration. The dividend, if approved by the shareholders would absorb around '' 1.87 Crores and will be paid to all the equity shareholders whose names appear in the Register of Members of the Company and depositories as on August 03, 2024.

Safety

The Company’s commitment to safety and well-being is evident through its comprehensive approach and initiatives implemented across its operations. Here’s a detailed explanation:

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

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

3. Emergency Preparedness: The Company places a strong emphasis on emergency preparedness through dedicated Emergency Preparedness Programmes (EPP). These programmes are designed to equip employees with the necessary knowledge and skills to respond effectively to emergencies, ensuring business continuity and minimising disruptions during unforeseen events or calamities.

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

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

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

In conclusion, the Company’s elaborate safety framework underscores its commitment to creating a safe and secure workplace environment. Through proactive measures, continuous improvement initiatives, and adherence to global standards, the Company ensures that safety remains a top priority for the benefit of its employees, customers, and stakeholders alike.

Code of Business Conduct and Ethics

The Company has in place the Code of Business Conduct and Ethics for member of the Board and senior management personnel (the Code) approved by the Board. The Code is available on the Company’s Website at https://www.tvs-e. in/wp-content/finreports/policy/Code%20of%20Conduct. pdf The Code has been communicated to directors and the senior management personnel. All the members of the Board and senior management personnel have confirmed compliance with the Code of Business Conduct and Ethics for the year ended March 31, 2024. The Annual Report contains a declaration to this effect signed by Managing Director.

Vigil Mechanism / Whistle Blower policy

The Company has implemented a robust vigil mechanism overseen by the Audit Committee. As part of this mechanism,

the Chairperson of the Audit Committee has been appointed as the Ombudsman responsible for overseeing the vigil process. The policy outlines a formal framework for directors and employees to report any genuine concerns or grievances related to unethical behaviour, actual or suspected fraud, or violations of the Company’s Code of Business Conduct and Ethics policy. The Company has also provided direct access to the Chairperson of the Audit Committee on reporting issues concerning Company. This Policy is amended from time to time to make it in line with the amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy is available on the Company’s Website at; https://www.tvs-e.in/wp-content/finreports/policv/ TVSE Vigil Blower Mechanism.pdf

Prevention of Insider Trading

The Company has a Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders in line with SEBI Regulations. The Code has been communicated to all the employees of TVS-E by conducting frequent awareness sessions and also has ensured obtaining Annual and One-time Disclosure from the designated persons of TVSE under SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders is amended from time to time to make it in line with SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code has been communicated to all the employees at the time of orientation and adhered to by the Board of Directors, Senior Management Personnel and the other persons covered under the code. The Company follows the closure of the trading window prior to the publication of price-sensitive information. The Company has adopted Fair Practices Code (FPC) as per the regulations. Code of Conduct for Insider Trading Regulation and the Fair Practices Code are available on the Company’s Website

• Code of Conduct for Insider Trading Regulation:

https://www.tvs-e.in/wp-content/finreports/policy/ TVSE Insider-trading-Policy 22.pdf

• Fair Practices Code:

https://www.tvs-e.in/wp-content/finreports/policy/ TVSE Fair Practices Code.pdf

• Procedure of inquiry in case of leak or suspected leak of UPSI:

https://www.tvs-e.in/wp-content/finreports/policy/ TVSE UPSI Policy.pdf

Holding Company and Promoters

M/s. TVS Investments Pvt Ltd (Formerly Geeyes Family Holdings Pvt Ltd), holding company (“TVSI”) holds 59.84% of the outstanding equity in the Company as on March 31, 2024. TVSI and Mr. Gopal Srinivasan, holding majority stakes in TVSI are promoters of the Company. There is no change in the shareholding percentage of promoters for the FY 2023-24.

Scheme of Amalgamation

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

The proposed merger would result in Mr. Gopal Srinivasan, promoter directly holding 59.84% of equity paid up share capital of the Company, leading to simplification of the shareholding structure and demonstrate the promoter’s direct commitment to and engagement with the Company. There will not be any impact on net worth, assets and liabilities of the Company, on effectiveness of the proposed scheme. The public shareholders of the Company will continue to hold same number of shares in the Company on effectiveness of the proposed scheme as they held immediately before the Scheme.

Further, by removing TVS Investments Private Limited as a holding company of TVS-E from the shareholding layer, it gives greater flexibility to the Company to make downstream investment since the same will remove the restriction on number of layers applicable under the Companies Act 2013.

An application under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been filed with Securities and Exchange Board of India (SEBI) for seeking No Objection Certificate for the proposed Scheme. Post approval from the SEBI, the proposed Scheme will be filed with the Hon’ble National Company Law Tribunal, Chennai.

Disclosure of Agreements

During the year under review, no agreements were entered into by the shareholders, promoter, promoter group entities, related parties, directors, key managerial personnel, employees of the Company or its holding, subsidiary company among themselves or with the Company or with a third party, solely or jointly, which either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

The Company had acceded to the Non-Competition Agreement (NCA) executed amongst various members of the TVS family in the year 2022 by executing Deed of Adherence. The NCA recorded the understanding in respect of conduct of different kinds of business by the members of the TVS family.

Further, consequent to the recognition of the ownership of the Marks “TVS” “Sundaram” and “Sundram” in the

respective TVS family members in connection with the business owned or controlled or operated by them, as part of the family arrangement amongst the TVS family members, the Board of Directors of the Company at its meeting held on May 06, 2024, based on the recommendation of the Audit Committee, recognised the need to formalise the right to use the Mark “TVS” by the Company with its current owner viz; Gopal Srinivasan Family Group and approved the payment of brand usage fee by the Company to M/s. Sundaram Investment Consultants LLP (Licensor), an entity nominated by Gopal Srinivasan Family Group, being related party, at the rate not exceeding 1% of consolidated net sales of the Company with effect from April 01, 2023 (“Commencement Date”), subject to the condition that in the event of absence of profit or inadequacy of profit in a financial year, the Company shall pay a fixed brand usage fee of ^ 5,00,000 (Rupees Five Lakhs) to the Licensor for that particular financial year.

The details are filed with the Stock Exchanges and is hosted in the Company’s website https://www.tvs-e.in/investor-relations/

Change In The Nature Of Business

There was no change in the nature of business of the Company during the Financial Year.

Subsidiary, Joint Venture Associates Companies

The Company does not have any Subsidiary, Joint Venture or Associate. There was no Company which has become or ceased to be company’s subsidiary, Joint Venture or associate during the Financial Year 2023-24. The details in the form of AOC-1 is given as Annexure A to this report.

Consolidated Accounts

The Company do not have any Subsidiary Company/ Joint Venture/Associate Company as on March 31, 2024 and hence the requirement to Consolidate Accounts is not applicable.

Annual Return

In terms of the requirements of Section 92(3) read with 134(3)(a) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the copy of the Annual Return in prescribed format is available on the website of the Company https://www.tvs-e.in/wp-content/finreports/ annual reports/2024/FormFY24.pdf

Number of Board and Committee Meetings

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

Share Capital

The paid up share capital of the Company as on March 31, 2024 is '' 18,65,03,180/-consisting of 1,86,50,318 Equity Shares of '' 10/- each.

Particulars of Loans, Guarantees or Investments

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

Related Party Transactions

All the related party transactions entered into are on ‘arm’s length’ basis and in the ordinary course of business and are in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

None of the transactions are in the nature of having any potential conflict with the interests of the Company at large. There were no material related party transactions during the year. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

During the year under review, the Company has entered into transactions with M/s TVS investments Private Limited, which holds 10% or more shareholding in the Company as mentioned in Note 35 of Financial statement for the year ended March 31,2024.

Omnibus approvals are obtained for related party transactions which are repetitive in nature. In respect of unforeseen transactions, specific approvals are obtained. All related party transactions are approved / reviewed by the Audit Committee on a quarterly basis, with all the necessary details and are presented to the Board and taken on record. The details of transactions with related parties are provided in the financial statements. The Related Party Transactions policy was amended to make it in line with the amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is uploaded on the Company’s website at https://www.tvs-e.in/wp-content/finreports/policy/ RELATED%20PARTY%20TRANSACTION.pdf

Directors and Key Managerial Personnel

Independent Directors

All independent Directors hold office for a fixed period of five years and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the provisions of SEBI (LODR) Regulations. 2015. The terms of appointment of Independent Directors are available in the Company’s website https://

www.tvs-e.in/wp_content/finreports/Terms%20of%20

appointment%20of%20Independent%20Directors.pdf

The Company has not appointed any new Independent Director during the year. In the opinion of the Board, the existing Independent Directors are with sufficient integrity, expertise and experience. As per the provisions of Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014, all the Independent Directors have registered their name in the databank maintained by the Indian Institute of Corporate Affairs and the Independent Directors will evaluate their past experiences and complete the online proficiency test, if applicable.

Re-appointment of Independent Directors - Second Term:

Based on the recommendation of the Nomination and Remuneration Committee and the performance evaluation, the Board of Directors at its meeting held on May 6, 2023, considered the experience, background and contributions made by the following Independent Directors and reappointed them for the second term of five consecutive years and the shareholders approved the aforesaid re-appointments by way of passing special resolutions through postal ballot on June 16, 2023.

Name of the Independent Director	Second Term	Committee Details
Mr. K Balakrishnan	August 09, 2023 to August 08, 2028	SRC (C), AC, NRC, CSR
Dr. V Sumantran	August 09, 2023 to August 8, 2028	AC
Mrs. Subhasri Sriram	February 07, 2024 to February 06, 2029	AC (C), NRC

AC- Audit Committee, SRC- Stakeholders’ Relationship Committee, NRC- Nomination and Remuneration Committee, CSR- Corporate Social Responsibility Committee, (C)-Chairperson

Re-appointment of Managing Director - Key Managerial Personnel:

The Board of Directors at their meeting held on May 06, 2023, based on the recommendation of the Nomination and Remuneration Committee (NRC) and Audit Committee, re-appointed Mrs. Srilalitha Gopal (DIN: 02329790), as Managing Director of the Company, liable to retire by rotation for a period of 5 consecutive years from May 11,2023 to May 10, 2028 for a remuneration of '' 2 Crore p.a. Further, the shareholders of the Company approved the said proposal by way of passing special resolution through postal ballot on June 16, 2023.

Separate Meeting of Independent Directors

During the year, a separate meeting of Independent Directors was held on November 10, 2023 The Independent Directors

actively participated and provided guidance to the Company in all its spheres.

Retirement by Rotation

Mrs. Srilalitha Gopal (DIN: 02329790) Managing Director, who will retire by rotation at the ensuing Annual General Meeting of the Company under Section 152(6) of Companies Act 2013 has expressed her desire to seek re-appointment on the Board. Based on the recommendation of NRC, the Board at its meeting held on May 09, 2024, accepted her request and recommended for re-appointment. Continuation of appointment of Mr. Gopal Srinivasan as Non Executive Non Independent Director under the designation of Chairman:

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

The proposal will be placed before the shareholders in the ensuing Annual General Meeting scheduled to be held on August 10, 2024 for approval.

Woman Director

In terms of Section 149 of Companies Act, 2013, the Company is required to have a Woman Director on its Board. Mrs. Srilalitha Gopal, Managing Director is already on the Board of the Company from November 10, 2011 and hence the Company fulfills the requirements of the said Section.

In terms of Regulation 17 of SEBI (LODR) Regulations, 2015, the top 1000 listed entities shall have at least one Independent Women Director by April 01,2020. Though the Company is not in the list of top 1000 listed entities, following good corporate governance, the Board at their meeting held on February 07, 2019 appointed Mrs. Subhasri Sriram as Independent Women Director and the shareholders approved the appointment at the Annual General Meeting held on August 10, 2019. Subsequently, she was re-appointed for a period of five consecutive years with effect from February 07, 2024 with the approval of shareholders on June 16, 2023 by way of postal ballot process.

Key Managerial Personnel (KMPs)

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

Evaluation of the Performance

The members of the Nomination and Remuneration Committee (NRC) has carried out an evaluation of its own performance, that of the Chairman, Managing Director, Directors individually including independent Directors, Board, the sub committees of the Board, Key Managerial Personnel and Senior Managerial Personnel. The Board evaluated the performance of the Independent Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

The Company has developed a comprehensive Policy on Board Diversity that outlines the importance of functional, strategic, and structural diversity within the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company reviewed the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the shareholders of the Company.

In accordance to Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was formulated to govern the terms of nomination, appointment and remuneration of Directors, Key Managerial and Senior Management Personnel of the Company.

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

The Nomination and Remuneration Policy is amended from time to time to make it in line with the amendments to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The document as approved by the Board is available on the Company Website at https://www.tvs-e.in/wp-content/ finreports/policv/TVSE NRC-Policv 2022 22.pdf

Risk Management

TVS-E acknowledges the importance of integrating risk management into its strategic planning framework to ensure long-term sustainability. The Risk Management Committee, tasked with addressing and mitigating risks, reports directly to the Board of Directors.

During 2023-24, the Company identified and mitigated several risks including raw material risk, import risk, technology risk, cyber security risk. The detailed explanation is covered under the Mangement Discussion and Analysis report.

Statutory Auditors

M/s Guru & Jana, Chartered Accountants (FRN: 006826S) were appointed as the Statutory Auditors of the Company at the 27th Annual General Meeting of the Company held on June 29, 2022 for the first term of 5 years to hold office up to the conclusion of the forthcoming 32nd Annual General Meeting.

In terms of the notification issued by Ministry of Corporate Affairs dated May 7, 2018, the requirement of obtaining shareholder’s ratification every year has been done away with and requires only the Board approval. Accordingly, the Board of Directors of the Company at its meeting held on May 9, 2024 approved their appointment for the 3rd year (202425) in their term of 5 years to hold office till the conclusion of 32nd Annual General Meeting. There is no qualification, reservation, adverse remark, or disclaimer by the Statutory Auditors in their Report.

Internal Auditors

M/s. Suri & Co. Chartered Accountants (F.R.N. 004283S) were appointed as the Internal Auditors for the financial year 2023-24. The Board of Directors at their meeting held on May 09, 2024, based on the recommendation of the Audit Committee, re-appointed M/s. Suri & Co as Internal Auditors of the Company for the financial year 2024-25.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, printers manufactured by the Company are falling under the specified Central Excise Tariff Act heading are covered under the ambit of mandatory cost audits from the financial years commencing on or after April 01,2015.

Mr. P Raju Iyer, Cost Accountant, Chennai was appointed as the Cost Auditor of the Company, to carry out the cost audit for 2023-24. The Board of Directors at their meeting held on May 09, 2024, based on the recommendation of the Audit Committee, re-appointed Mr. P Raju Iyer, Cost Accountant, Chennai as the Cost Auditor of the Company, to carry out the cost audit for the financial year 2024-25, subject to the ratification by shareholders for the remuneration to be paid in the ensuing Annual General Meeting. As specified by the Central Government under Section 148(1) of the Companies Act, 2013, the cost records are required to be maintained by the Company and accordingly such accounts and records are made and maintained.

Secretarial Auditors

M/s. V Suresh Associates, Practicing Company Secretary, Chennai, Secretarial Auditors of the Company carried out Secretarial Audit for the financial year 2023-24 and the same is annexed as Annexure B. There is no qualification, reservation, adverse remark or disclaimer reported by the Secretarial Auditors in their report for the financial year 2023-24.

Based on the recommendation of the Audit Committee, the Board of Directors at the meeting held on May 09, 2024 reappointed M/s. V Suresh Associates, Chennai as Secretarial Auditors for the financial year 2024-25

Employee Stock Option Plan

The details of the Stock Options granted under Employees Stock Option Scheme 2011 are provided in this Report as Annexure C. There are no active ESOP options under the ESOP Scheme, 2011, as on date of this report.

Credit Rating

The Company has obtained credit rating from Brickworks Ratings India (P) Limited, vide their letter dated October 10, 2023. The credit rating agency has reaffirmed the rating of “BWR A”.

Transfer to Investor Education and Protection Fund (IEPF)

Unclaimed Dividend:

There was no amount required to be transferred to the IEPF during the year. However the Company has transferred the dividend to IEPF in respect of those shares which were transferred to IEPF.

Transfer of Equity Shares to IEPF Authority:

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

Based on the provisions of the Act, Rules and explanations, in the month of June, 2020, the Company’s STA transferred 1,78,100 equity shares in respect of which the dividends remained unclaimed/unpaid as on the due date to the IEPF account. The statement containing the details of name, address, folio number, Demat Account number and number of shares in respect of which dividends are not claimed for seven consecutive years or more is made available in the Company’s website viz., www.tvs-e.in for information and necessary action by the shareholders.

The Company will transfer dividend amount pertaining to the Financial Year 2016-17 which remains unclaimed as on August 05, 2024 as per the provisions of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 to Investor Education and Protection Fund (IEPF).

Other POSH Awareness session details
Row Labels	Active Employees	Mode of Completion			Completed	Completion %
		eLearning	POSH Awareness Session by External lawyer | Virtual	Webinars conducted by PoSH Ambassadors | Virtual
Customer Support Services	443	201	104	138	443	100%
Product and Solution Group	160	39	82	39	160	100%
Support Services Group	108	23	65	20	108	100%
Total	711	263	251	197	711	100%
Structured Certified Course for POSH IC Members | CecureUs					4	100%

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

The Company has not raised funds through preferential allotment or qualified institutions placement during the financial year 2023-24.

On April 30, 2024, the Company has dispatched notice through registered post to the shareholders who have not claimed dividend(s) for seven consecutive years to apply for the unclaimed dividends within three months from the date of the notice. The said notice was also published in the newspapers (Business Standard - English and Maalaimalar - Tamil) on May 01, 2024 and subsequently filed the said newspaper publications with the stock exchanges.

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

Investments

The Company has completed the process of acquisition of the business and intellectual property rights of GTID Solutions Development Private Limited. This strategic move enabled the Company to enter the mobile point-of-sale (POS) software solutions and authentication solutions space. By acquiring these rights, the Company has expanded its capabilities to offer a comprehensive range of solutions including hardware, applications, digital payment solutions and cloud computing software to various sectors such as Retail, Banks and Government.

Further, the Company also completed the investment in M/S Swiftomatics Services Private Limited (RoyalPos) by way of subscribing to 2000 Nos. of Optionally Convertible and Redeemable Preference Shares. RoyalPos provides end to end SaaS based application to retail merchants, restaurants and aims to empower small and medium sized enterprises by digitalising and automating daily operations. The Company has integrated its Point of Sale products to offer efficient billing solutions to its interested customers.

Particulars of Employees and related disclosures

The particulars of the employees covered by the provisions of Section 197 (12) of Companies Act, 2013 and the rules thereunder forms part of this report. However, as per the provisions of Section 136(1) of Companies Act, 2013, the annual report is being sent to all the members excluding this statement. This will be made available for inspection through email on receiving request from the member.

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors and employees with the Company’s performance is given as Annexure D to this report.

E-Waste Management

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

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

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

Corporate Social Responsibility

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

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

Based on the recommendation by the CSR Committee, the Board has approved the projects / programs to be undertaken during the financial year 2023-24. The detail of CSR activities undertaken/spent by the Company has been provided as Annexure F to this report and also available on the Company’s website https://www.tvs-e.in/investor-relations/

Corporate Governance

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

A Certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of Annual Report.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 for the year ended March 31,2024.

Material changes and commitments

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

Policy For Determination of materiality of an event

Company has framed a policy for determination of materiality of an event and the same is available on the Company Website at:https://www.tvs-e.in/wp-content/finreports/policy/ TVSE MSP-Policy 2022 22.pdf

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

There are no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status of the Company and its future operations.

Consolidation of Factory Operations

Based on the proposal passed by the Board of Directors in its meeting held on November 12, 2022, the business assets of the factory situated at Dehradun, Uttarakhand were transferred to its factory situated at Tumakuru, Karnataka and its existing operations were consolidated by November 30, 2022. The consolidation of operations has resulted in better utilisation of space in the Tumakuru Factory and savings in operating and logistics cost.

Reporting of Fraud

During the year under review, none of the auditors of the Company (Statutory Auditors, Secretarial Auditors, Cost Auditor) has reported any instances of fraud committed

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

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

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

No such event has occurred during the year under review.

against the Company by its officers or employees, as specified under Section 143(12) of Companies Act, 2013.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India (“ICSI”).

Other Laws

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

During the year under review

Number of complaints received in the year: Nil Number of complaints disposed off during the year: NA Number of cases pending for more than 90 days: Nil Number of Workshop or awareness Program: One awareness program was conducted during the women’s forum day and e-learning courses* were launched by the Company.

Nature of Action taken by the employer or District Officer: Nil

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

Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the

Company, work performed by the internal, statutory, cost and secretarial auditors and external consultants, advisors of the Company and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2023-24:

The financial statements have been prepared in accordance with the Indian Accounting Standards, which has become applicable to the Company with effective from April 01,2017. In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, further confirm:

i. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable Indian accounting standards have been followed and that there were no material departures;

ii. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profits of the Company for the year under review;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts for the year ended March 31,2024 on a “going concern” basis;

v. that the directors had laid down internal financial controls which are adequate and are operating effectively;

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers and its holding company M/s TVS Investments Private Limited (formerly known as M/s Geeyes Family Holdings Private Limited).

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

---

Mar 31, 2018

The Directors have pleasure in presenting the 23^rd Annual Report of your Company for the financial year ended 31^st March 2018. The Management Discussion and Analysis (MDA) is an integral part of this report.

Financial Results

The financial performance of the Company for the year ended 31st March 2018 is summarized below. The financial statements for the year have been prepared in accordance with the new mandatory accounting standard Ind AS and necessary changes were made to the corresponding figures of the previous year.

Standalone (Rs. in Lakhs)

Particulars	Year ended 31.03.2018	Year ended 31.03.2017
Revenue from operations	417,798	252,316
Earnings Before Interest & Tax (EBIT)	2,218	1,154
Profit/ (Loss) Before Tax (PBT) and exceptional items	2,076	873
Exceptional items / Extra-ordinary Items	369	-
Profit / (Loss) Before Tax	2,445	873
Profit / (Loss) After Tax (PAT)	1,624	633
Add: Brought forward from previous year	2,981	2,348
Less: Dividend on equity shares (incl. taxes)	(112)	-
Retained earnings	4,493	2,981

Company performance

During the year under consideration, the Company improved its margins on its IT Products and Technical Services due to productivity improvement measures and cost management initiatives undertaken. The margins from Distribution business was also higher owing to higher volumes of mobile phones distributed by the Company. The revenue figures are not directly comparable due to method of accounting followed on account of GST effective 1 ^st July, 2017.

Earnings before interest and taxes for the year have almost doubled to Rs. 2,218 lakhs from Rs. 1,154 lakhs, thanks to strong performance from almost all our segments. IT Products and Technical Services turned around significantly to post an EBIT of Rs. 1,106 lakhs in FY 17-18 from a loss before interest and taxes of Rs. 116 lakhs the previous year. The EBIT from Distribution Services also increased to Rs. 1,261 lakhs from Rs. 963 lakhs. Other income for the year was at Rs. 220 lakhs vis-a-vis Rs. 307 lakhs the year before. The growth in EBIT has resulted in the Company’s Profit Before Exceptional items rising to Rs. 2,076 lakhs in FY 17-18, from Rs. 873 lakhs the previous year.

The free cash flow growth continued to be robust for the third year in succession resulting in reduced borrowing and consequently reduced finance cost to the Company. During the year, as part of consolidation exercise, the Company shifted its small PoS products manufacturing facility from Oragadam, Chennai to its main facility at Dehradun.

The profit before tax for FY18 was Rs. 2,445 lakhs, an almost three-fold increase from the previous year’s number of Rs. 873 lakhs. The PAT increased to Rs. 1,624 lakhs from Rs. 633 lakhs.

During the year the Company successfully amalgamated its wholly owned subsidiary Prime Property Holdings Limited (PPHL) with itself, after requisite approvals from its shareholders and the National Company Law Tribunal. This added over Rs. 7 cr to the net worth of the Company.

FY18 had been a year of watershed reforms in India, which have turned out to be disruptive for businesses that were ill-prepared for change. Even as India Inc was in the process of recuperating from the demonetization of high-value currency notes in November 2016, the Centre decided to expedite the transition to Goods and Services Tax, which was introduced with effect from July 2017.

However, the Company had viewed both these policy actions as opportunities to leapfrog its market share and growth metrics. The supply chain was thoughtfully planned in advance of the GST rollout, timely changes in tax rates and procedures were incorporated into the ERP application, and channel supplies were enhanced to captalise on the momentum. The market was quite receptive to early movers post- GST. As a result the Company registered over 30% volume growth in Thermal and Label Printers and over 23% in Scanners for the year. However, traction in business from the Government and the banking sector remained subdued even several months after the introduction of GST.

On the Technical Services front, there was significant improvement in the last quarter as the Company bagged new enterprise orders to install and service EDC terminals, Air Conditioners, TVs and IT assets.

During the year, the footprint for the Company’s retail walk-in services was extended to 119 partner centers and 54 own centers. The take-off in consumer electronics is expected to generate considerable growth potential for this technical services business, as there are a very few national players in this segment. Leveraging on its rich experience, the Company continues to provide best in class services to the customers with a strong value proposition to the brands it is associated with.

The Company has renewed its Distribution contract for the year and has commenced selling television sets in addition to mobile phones and accessories. With installation capabilities added to this offering, it may usher in synergistic benefits to this segment. Nonetheless, your Company views the dynamics of Distribution services segment as very volatile and susceptible to macroeconomic and regulatory changes.

Dividend

The Directors are pleased to recommend a dividend of Rs. 1.50 per equity share for the financial year ended 31^st March 2018 (Previous Year 50 paise per equity share). The dividend, if approved by shareholders would absorb Rs. 336.58 lakhs, including taxes (Previous year 112.54 lakhs, including taxes) on 1,86,12,818 Equity Shares of Rs. 10/- each and will be paid to all the equity shareholders whose names appear in the Register of Members of the Company and depositories as on 2^nd August 2018.

Safety

The Company is fully committed to the ultimate goal of employee safety. Safety training and safety audit are frequently conducted enabling the Company to maintain an accident-free record at its factories for several years.

Code of Business Conduct and Ethics

The Company has in place the Code of Business Conduct and Ethics for member of the Board and senior management personnel (the Code) approved by the Board. The Code has been communicated to directors and the senior management personnel. All the members of the Board and senior management personnel have confirmed compliance with the Code of Business Conduct and Ethics for the year ended 31^st March, 2018. The Annual Report contains a declaration to this effect signed by Chief Executive Officer. The Code is available on the Company’s Website www.tvs-e.in.

Vigil Mechanism / Whistle Blower policy

The Company has established a vigil mechanism, which is overseen by the Audit Committee. The Chairman of the Audit Committee has been appointed as the Ombudsman for the Vigil mechanism. The policy provides a formal mechanism for all directors, employees 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 policy. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning Company. The Policy is available on the Company’s Website www.tvs-e.in.

Prevention of Insider Trading

The Company has a Code of Conduct for Prevention of Insider Trading in line with SEBI (Prevention of Insider Trading) Regulations, 2015. The Code has been communicated to all the employees at the time of orientation and adhered to by the Board of Directors, senior management personnel and the other persons covered under the code. The Company follows closure of trading window prior to publication of price sensitive information. The Company has adopted Fair Practices Code (FPC) as per the regulations. Code of Conduct for Insider Trading Regulation and the Fair Practices Code are available on the Company’s Website www.tvs-e.in.

Holding Company

During the year under review, the Holding Company M/s. TVS Investments Private Limited (TVSI) [formerly Sundaram Investment Limited] was converted into a private limited company with effect from 2^nd November 2017, vide Order of the National Company Law Tribunal dated 21^st June 2017. TVSI holds 59.96% of the outstanding equity in the Company as on 31^st March 2018 (previous year: 59.96%). The change in the constitution of the holding company does not have any impact on the Company.

Scheme of Amalgamation

During the year, Hon’ble National Company Law Tribunal (NCLT), vide its order dated 27^th March 2018 sanctioned the Scheme of Amalgamation of Prime Property Holdings Limited (PPHL), its wholly owned subsidiary with the Company. The Scheme came into effect from 29^th March 2018. The Appointed date of Scheme was 1^st April 2016. The Scheme was approved by NCLT without any modification. The investment made by the Company in PPHL amounting to Rs. 5 Lakhs consisting of 50,000 Equity shares of Rs. 10/- each was cancelled. The Board of Directors of PPHL has also ceased and PPHL was dissolved without any process of winding up with effect from 29^th March 2018.

Subsidiary Company

Benani Foods Private Limited

Benani Foods Private Limited (Benani), a company started in the year 2014, is manufacturing and trading ‘ready to eat’ and ‘ready to cook’ products. Benani was an associate of Prime Property Holdings Limited (PPHL), having 34.06% stake as on 31^st March 2017. PPHL has invested in Benani during 2015. Consequent to amalgamation of PPHL with the Company, Benani has become direct investee in the Company.

Since 2014, Benani has scaled up in the last 4 years supplying to over 1000 retail outlets in Chennai and also to institutional customers like educational institutions, hospitals, restaurants, corporates etc., Benani’s retail sales has gone up to 49% in 2017-18 though institutional sales has come down due to GST.

The Company currently holds 41.80% in Benani. Though the shareholding and Board composition in Benani is less than half, since the Company has affirmative voting rights, the Company is considered to have significant influence in Benani under applicable Indian Accounting Standards. Hence, Benani is considered as a subsidiary of the Company.

During the year 2017-18, Benani’s revenue was Rs. 444 Lakhs. Being a start up company, Benani has posted loss of Rs. 197 Lakhs, due to high sales and distribution costs. Benani is planning to improve sales in the current year to increase number of retail customers through 1500 shops.

Though Benani is not a material subsidiary, the Company has nominated a director to the Board of Benani to oversee the performance of the subsidiary. Further, the Board of Directors of the Company review the performance of the subsidiary in its quarterly board meetings, as well.

Consolidated Accounts

The Consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (LODR) Regulations, 2015.

A Statement in form AOC -1 under Section 129(3) of the Companies Act, 2013 is enclosed as Annexure A. The audited consolidated financial statements together with Auditors report forms part of the Annual report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of BFPL will be made available to the shareholders, on receipt of a request from any shareholder of the Company and it has also been placed on the website of the Company at www.tvs-e.in. This will also be available for inspection by the shareholders at the Registered Office of the Company, during business hours.

Annual Return

Extract of Annual Return in Form MGT-9 is given as Annexure B to this report.

Number of Board Meetings

The Board of Directors met five times during 2017-18. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Share Capital

The paid up share capital of the Company as on 31st March 2018 is Rs. 18,61,28,180/- consisting of 1,86,12,818 Equity Shares of Rs. 10/- each. During the year, the Company has not issued any fresh shares.

Particulars of Loans, Guarantees or Investments

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

Related Party Transactions

All the related party transactions entered into are on ‘arm’s length’ basis and in the ordinary course of business and are in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. None of the transactions are in the nature of having any potential conflict with the interests of the Company at large. There were no material related party transactions during the year.

Omnibus approvals are obtained for related party transactions which are repetitive in nature. In respect of unforeseen transactions, specific approvals are obtained. All related party transactions are approved / reviewed by the Audit Committee on a quarterly basis, with all the necessary details and are presented to the Board and taken on record. The details of transactions with related parties are provided in the financial statements. The Related Party Transactions policy as approved by the Board is uploaded on the Company’s website at www.tvs-e.in.

Directors and Key Managerial Personnel Independent Directors

All independent Directors hold office for a fixed period of five years and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations. 2015. The terms of appointment of Independent Directors are available in the Company’s website www.tvs-e.in.

During the year, Mr. Kenneth Tai, an Independent Director resigned from the Board of Directors of the Company with effect from 9^th November 2017. The Board places on record its deep appreciation for his valuable advise and guidance and for his contribution to the Board during his tenure with the Company.

Separate Meeting of Independent Directors

During the year, a separate meeting of Independent Directors was held on 12^th May, 2017. The Independent Directors actively participated and provided guidance to the Company in all its spheres.

Retirement by rotation

Mr. Narayan K Seshadri (DIN: 00053563), Director retires by rotation at the ensuing Annual General Meeting of the Company under Section 152(6) of the Companies Act, 2013 and being eligible offers himself for re-appointment.

Managing Director

The Board of Directors at their meeting held on 11^th May, 2018, based on the recommendation of the Nomination and Remuneration Committee (NRC), appointed Mrs. Srilalitha Gopal (DIN: 02329790), as Managing Director of the Company, liable to retire by rotation, for a period of 5 years from 11^th May 2018 to 10^th May 2023, for a total remuneration of Rs. 1.50 Cr p.a. subject to approval of the shareholders.

Both NRC and the Board observed that the proposed appointment of Mrs. Srilalitha Gopal as Managing Director satisfies the requirements of the provisions of Section 196(3) and Part I of Schedule V of Companies Act, 2013.

Mrs. Srilalitha Gopal is also the Managing Director of Harita Techserv Limited (Harita), a company engaged in design engineering and skilled technical engineering service business since 2008. As the Managing Director of both Harita and the Company, she is entitled to draw remuneration from one or both the companies, provided that the total remuneration drawn from both the companies does not exceed the higher maximum limit admissible from any one of such companies.

In the case of inadequacy of profits, she will be paid the same proposed remuneration as the minimum remuneration, subject to the maximum applicable limit under Part II Section II Para A of Schedule V of Companies Act 2013, read with provisos thereunder, based on the effective capital of the Company.

Woman Director

In terms of Section 149 of Companies Act, 2013 and SEBI(LODR) Regulations, 2015, the Company is required to have a woman director on its Board. Mrs. Srilalitha Gopal, Managing Director is already on the Board of the Company from 10^th November 2011 and hence the Company fulfills the requirements of the said section.

Brief resume of Directors

The brief resume of directors proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice of Annual General Meeting (AGM). Appropriate resolutions for their appointment and re-appointment are being placed for approval of the shareholders at the AGM.

Key Managerial Personnel (KMPs)

In terms of Section 2(51) and Section 203 of the Companies Act, 2013, Mrs. Srilalitha Gopal, Managing Director, Mr. Prakash Katama, Chief Executive Officer, Mr. Karthi Chandramouli, Chief Financial Officer and Ms. S Nagalakshmi, Company Secretary are the key managerial personnel of the Company, as on date of this report.

Evaluation of the Board’s performance

The Board has carried out an evaluation of its own performance, and that of its directors including Independent Directors individually and the sub committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

The Company has also devised a Policy on Board Diversity detailing the functional, strategic and structural diversity of the Board.

Nomination and Remuneration Policy The Nomination and Remuneration Committee of the Company review the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the shareholders of the Company.

In accordance to Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was formulated to govern the terms of nomination, appointment and remuneration of Directors, Key Managerial and Senior Management Personnel of the Company.

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

Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants (FRN:008072S) were appointed as the Statutory Auditors of the Company at the 22^nd Annual General Meeting of the Company held on 30^th June 2017 for the first term of 5 years to hold office up to the conclusion of the 27^th Annual General Meeting. in terms of the notification issued by Ministry of Corporate Affairs dated 7^th May 2018, the requirement of obtaining shareholder’s ratification every year has been done away with and requires only the Board approval. Accordingly, the Board of Directors of the Company at its meeting held on 11^th May 2018 approved their appointment for the 2^nd year (2018-19) in their first term of 5 years to hold office till the conclusion of next annual general meeting.

Internal Auditors

The Company has appointed M/s. Grant Thornton India LLP, as the Internal Auditors for the year 2018-19.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, printers manufactured by the Company and falling under the specified Central Excise Tariff Act heading are covered under the ambit of mandatory cost audits from the financial years commencing on or after 1^st April 2015.

The Board of Directors appointed Mr. P Raju Iyer, Cost Accountant, Chennai as the Cost Auditor of the Company, to carry out the cost audit for 2018-19.

Secretarial Auditors

The Secretarial Auditors of the Company M/s. S Krishnamurthy & Co., Practising Company Secretaries, Chennai carried out Secretarial Audit for the financial year 2017-18 and the same is annexed as Annexure C.

The Company has complied with the applicable secretarial standards during the year.

Clarification to the observations in the Secretarial Audit Report

The Company is in the process of identifying a suitable person for the position of Independent Director and the process is expected to be completed shortly. Once the appointment is made, the Board composition will also be in accordance to the SEBI (LODR) Regulation, 2015. The rest of the observations are self explanatory and hence does not call for any further clarification.

Employee Stock Option Plan

During the year, no stock options were granted under the Employees Stock Options Scheme, 2011. The current position of the Stock Options granted under Employees Stock Option Scheme 2011 are provided in this Report as Annexure D.

Credit Rating

The Company has obtained credit rating for the various borrowing facilities from Brickworks Ratings India (P) Ltd., and the same has been renewed and intimated to the Stock Exchanges.

Transfer to Investor Education and Protection Fund

There was no amount required to be transferred to Investor Education and Protection Fund during the year.

Particulars of Employees and related disclosures

The particulars of the employees covered by the provisions of Section 197 (12) of Companies Act, 2013 and the rules thereunder forms part of this report. However, as per the provisions of Section 136(1) of Companies Act, 2013, the annual report is being sent to all the members excluding this statement. This will be made available for inspection at the Registered Office of the Company during working hours.

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors and employees with the Company’s performance is given as Annexure E to this report.

E-Waste Management

The Company is well ahead in terms of e-waste management compliance directed by Government of India with effect from 1^st May, 2012. The Company has registered and authorized collection, storage and disposal centres in the required locations and has complied with the statutory requirements relating to E-Waste Management.

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

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

Corporate Social Responsibility

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

The provisions of Section 135 of Companies Act, 2013 became applicable to the Company with effect from 1^st April 2017. Accordingly, the Board of Directors of the Company, at their meeting held on 12^th May 2017, constituted the CSR Committee, the details of which are provided in the Corporate Governance report.

Based on the recommendation by the CSR Committee, the Board has approved the projects / programs to be undertaken as CSR activities for a sum of Rs. 13 Lakhs during the financial year 2017-18. The details of CSR activities has been provided as Annexure G to this report.

Corporate Governance

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

A Certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of Annual Report.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 for the year ended 31^st March, 2018.

Material changes and commitments

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

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company

There are no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status of the Company and its future operations.

Reporting of Fraud

During the year under review, neither the statutory auditors nor the secretarial auditors has reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of Companies Act, 2013.

Other laws

During the year under review, no complaints have been received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There have been no complaints pending for disposal.

Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultants, advisors of the Company and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18.

The financial statements have been prepared in accordance with the Indian Accounting Standards, which has become applicable to the Company with effective from 1^st April 2017.

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, further confirm:

i. that in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable Indian accounting standards have been followed and that there were no material departures;

ii. that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31^st March, 2018 and of the profits of the Company for the year under review;

iii. that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they had prepared the annual accounts for the year ended 31^st March, 2018 on a “going concern” basis;

v. that they had laid down internal financial controls which are adequate and are operating effectively;

vi. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers and its holding companies TVS Investments Private Limited and T.V.Sundram Iyengar & Sons Private Limited.

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

For and on behalf of the Board

Gopal Srinivasan

Chennai Chairman

11^th May, 2018 DIN: 00177699

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Mar 31, 2017

Board’s Report to the Shareholders

The Directors have pleasure in presenting the 22^nd Annual Report of your Company for the financial year ended 31^st March, 2017. The Management Discussion and Analysis (MDAR) is an integral part of this report.

Financial Results

The financial performance of the Company for the year ended 31^st March 2017 is summarized below:

(Rs, in Lakhs)

Particulars	Year ended 31.03.2017	Year ended 31.03.2016
Revenue from operations (Net)	2,62,503	59,349
Earnings Before Interest & Tax (EBIT)	877	904
Profit/ (Loss) Before Tax (PBT) and before exceptional items	632	331
Exceptional items / Extra-ordinary Items	.	207
Profit / (Loss) Before Tax	632	538
Profit / (Loss) After Tax (PAT)	716	431
Add: Brought forward from previous year	629	198
Total available for appropriations	1,345	629

Company performance

Revenue from operations, net of excise duty has increased to Rs, 2,62,503 lakhs as against Rs, 59,349 lakhs in the previous year. Of this, revenue from core IT Products and Technical Services has grown to Rs, 30,890 lakhs from Rs, 29,677 lakhs in the previous year - a growth of 4.08%. The Earnings before interest and taxes for the year has dropped to Rs, 877 lakhs from Rs, 904 lakhs in the previous year, chiefly due to the gestation phase of a few new exclusive smart mobile service centers and the decline in service calls from certain existing exclusive service centers. The Company is taking actions towards course correction, as explained in the Management’s Discussion. However, the Profit before tax before exceptional items, has grown significantly from Rs, 331 lakhs in previous year to Rs, 632 lakhs in FY 2016-17 owing to a reduction in finance and interest costs.

Ever since the Centre withdrew the legal tender status of high value currency notes in November, there has been a sea change in the way Indians are transacting. Prior to this event, a majority of consumers were accustomed to transacting only by cash; even leading ecommerce sites reported a high consumer preference for Cash on Delivery (estimated 83 percent of ecommerce transactions - which includes 72 percent from major cities and 90 percent from smaller towns). However, with demonetization leading to paucity of hard cash, citizens were nudged to transition to digital transactions. Banks tied up with merchants to equip them with Point of Sale (POS) machines to sustain their business. When the demonetization initiative was announced, the Company quickly stepped up to help its banking clients to recalibrate their ATMs and install new POS terminals to aid the Rs ,less-cash'' efforts of the Government. This timely and need-of-the-hour servicing not only reiterated the quality of manpower at the Company''s disposal, but also its capability to step up to the occasion during a national emergency. With 10 years of experience in serving national banks and as a frontrunner in the POS peripheral hardware space for 20-plus years, the Company is looking to leverage burgeoning opportunities in this space and further enhance its offerings.

Dividend

The Directors are pleased to recommend a dividend of 50 paise per share for the financial year ended 31^st March 2017 (Previous Year Nil). The dividend, if approved by shareholders would absorb Rs, 112.54 lakhs (including taxes) and will be paid to all the equity shareholders whose names appear in the Register of Members of the Company and with the Depositories as on 23^rd June 2017.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of the Company’s two business lines viz., IT related Products and Technical Services and Distribution Services, internal controls and their adequacy, risk management systems and other material developments during the financial year 2016-17.

Economy and macro trends:

The transition to a less-cash economy, set in motion by the note replacement exercise, is just one of many steps initiated by the NDA government to transform India into a digitally empowered nation. As you may know, the government is currently working on a series of initiatives that seek to establish three strong pillars for a transition to Digital India. There are plans to address internet reach and connectivity issues across India by ramping up the national broadband network and providing more public Wi-fi hotspots so that all citizens have access to safe and secure cyber-connectivity. A series of e-governance initiatives are being flagged off to ensure that all interactions between the government and its citizens are brought online for enhanced transparency. There’s also an accompanying thrust on universal digital literacy and universal access to digital infrastructure.

While the government is putting in place the enabling infrastructure for Digital India, the private sector is also gearing up in many ways for digital disruption. The traditional retail business has already been revolutionized by e-commerce. Companies are increasingly relying on data mining and analytics to improve their strategic decision-making. Multi-national companies, BFSI players, leading FMCG firms have all jumped on to the digital bandwagon and are looking in to tap the potential of big data to gauge consumer trends, garner consumer feedback and improve the quality of service. This has motivated, and in a few cases, forced regional players to up their game and stay competitive too. It’s not just the regional chains but also the ‘mom and pop’ - the kirana stores - that are showing increased interest in tapping into technology. However, high costs and lack of service support have been a constraining factor. This is a gap that the Company is looking to bridge.

The Company is looking to assist mid and small scale enterprises in monitoring consumer buying behavior in order to adopt targeted marketing strategies through efficient data capture. The enterprises who have built their payment and billing infrastructure are today limited by the non-availability of quality POS products and the lack of efficient after-sales service. This is also a challenge that the Company looks forward to taking head-on. The Company’s aim is to provide a holistic offering of product and service support that connects an enterprise to its customers. We plan to leverage our well-established distribution & service networks to help enterprises achieve their digital transformation.

Overview of financial and operating performance:

The year witnessed some ups and downs but ended on a positive note for the mainstream IT Products and Technical Services business. The Company’s robust product quality, coupled with its ‘Make in India’ edge helped it gain a further 3% market share in Dot Matrix printers. We closed the year with a 40% share in Dot matrix printers despite the segment experiencing a decline as discussed in our previous annual reports. The Company also registered strong growth of 40 % year-on-year in its Point of Sale printers range viz., Thermal and Label printers - a high growth segment which, of late is explored by many new semi-brands. Besides catering to the market through its own product range, the Company also markets select global brands under exclusive India distribution agreements. Today, the Company is the only one in India offering POS Thermal printers with multiple options and variants at different price points.

The other high growth product range, Label printer is equally promising where the Company retains its market share at 19%. Both these POS printer ranges along with Scanners and POS DMPs are the core focus for expansion and deeper penetration. The advent of GST added with the government’s serious demonetization drive can leapfrog growth rates for the industry as a whole. The Century-old trust and deep appreciation of the market and customer preferences makes the Company the brand of choice for any retailer in India.

During the year, the Services arm has gone through a consolidation exercise where a handful of service centre’s were either merged or exited. The Company continues

A high pace of technological change, online distribution and deep-discount pricing are all set to provide a renewed push to the smart phone category. Rapid changes in consumer preferences with respect to Smartphone brands and the improvements in quality standards led to a decline in footfalls in some of our exclusive service centre’s and repair hubs. However, newly opened service outlets of a couple of brands have completed their gestation period to end the financial year with positive margins. These factors reflect in the overall operating loss of Rs 86 lakhs (Previous Year operating profit Rs 810 lakhs) for the core IT Products and Services division. to be one of the top 3 national partners for marquee electronic brands to operate authorized in-warranty and

post-warranty services. The year also witnessed the opening of 11 new service centre’s in various cities and towns. The total count of these centre’s was over 60 by year-end.

Besides running exclusive brand service centre’s for its strategic partners, the Company also offers service solutions for multiple brands under one roof in select geographies. These Multi brand service centre’s offer authorized in-warranty and out-of-warranty services for multiple brands covering smart phones, laptops, personal computers, printers etc. The Company remains the preferred national service partner for major brands in the Mobile Phones, Computers and other IT products for both warranty and repair services. The Company’s e-Auction platform ‘auctionindia.com’ continued registering steady growth in FY 2016-17.

The Company’s ‘Distribution Services’ line had shown remarkable traction during the year. As this business focuses on high volumes and controlled risks, the margins earned are low. The profit from this division for the year in absolute terms was Rs963 lakhs (Previous year Rs94 lakhs) which is fully attributable to the successful partnerships the Company has built. The dynamics of this distribution service are very volatile and susceptible to macroeconomic and regulatory changes.

Staying true to the Company’s aim of evolving with the needs of its customers and the industry, the Company as a manufacturer of Dot Matrix Printers, augmented its services to meet the entire range of customer requirements - from providing POS installation services to data capturing solutions.

It is becoming increasingly evident that data capture and mining will play a critical role in business success in future. The fast spread of telecom networks will additionally ensure that the best of digital technology reaches the last mile. With government spending on infrastructure and Telecommunications, the use of data capture devices like NFC and POS terminals may be used more widely in a multiple applications. Data capture, storage and analytics will be critical in powering Smart Cities, a marquee government project. As one of the leading B2B service providers in this segment in the country, the Company hopes to remain a go-to brand for enterprises looking to deploy POS terminals. In addition, the Company has enhanced its services to emerge as a leading service partner to major smart phone vendors, from market leaders to new entrants and innovates its processes. Its strong direct and indirect workforce of 2000 on-field engineers are tasked with providing strong customer support.

Besides technological upgrades, the smart phone segment is also witnessing the broader consumer trend of premiumization. While the sub Rs8,000 price category is witnessing a decline, encouragingly, phones priced above Rs8,000 are seeing traction. The company offers services for the top 2 pan-India brands and may add more such brands under the MBO umbrella. The Company expects the MBO initiative to be the strong growth driver for its Service line as these service outlets would be able to several multiple devices progressively, including smart phones, laptops, PCs, and printers. The Company prefers to offer these services only under the authorized partnership format through alliances with interested brands. With the long pedigree of being a consumer brand, the rich experience in electronics and service delivery, the Company is optimistic about redefining the customer experience through its own multiband service centers.

The company plans to expand its MBO footprint across the nation with an asset-light model, in addition to running the current exclusive service outlets. The onsite service delivery model envisages large-scale additions of regional and rural partnerships in order to widen its reach. The two primary service delivery models would reap cross-pollination benefits, as the respective categories expand. With cost-consciousness at the forefront, the key focus area for the Service line is to contribute positive margins in the quarters to come.

The Company’s flagship Products line appears set to achieve good growth rates, the drivers not just being government reforms, but also our own unique insights into customer needs and preferences. This deep understanding of customers, acquired over the years, help the company continuously innovate on new product ranges in the POS line, in the form of Touch POS terminals, Bluetooth printers, special scanners etc. The reforms push of government may trigger a catch-up in growth rates between Tier 1, 2 and to some extent tier 3 cities / towns. We find that new-generation retailers adapt faster to technology and prefer to be more organized. These patterns are already visible in smaller towns / up-country locations and encourages the company to expand its distribution and service reach to newer areas. While the larger business pie will continue to originate from the metros thanks to GST and digital initiatives, the growth from non-metros also offers a promising opportunity for the Company.

In addition to leveraging on the strong government supplies network and distribution channels, the Company has started partnering with Retail Solutions Providers and Systems Integrators more proactively. These partnerships are a demonstration of the robust product quality of the Company’s POS line.

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, among others, economic conditions affecting demand/supply and price conditions in the domestic and overseas markets, changes in Government regulations, tax laws and other statutes and incidental factors.

Business Risks & Opportunities

The Company’s key imperative over the medium term will be sustaining the current revenue streams, even as we build a strategic framework and drive the Servicetec business, leveraging macro trends and business opportunities as described elsewhere.

Key success factors (and therefore risks) are predicated on the timely execution of these plans, building the internal capabilities by attracting and retaining talent and keeping pace with technological and market changes. The Board and management of the Company are confident of proactively managing these risks.

Internal Control Systems and their adequacy

The Company ensures that all transactions are authorized, recorded and reported and has adequate internal control systems to ensure that assets are safeguarded and protected against any loss. The key processes are aligned with ISO9001:2008 system and audited periodically for compliance.

The scope and authority of the Internal Auditors are clearly defined. The findings and recommendations of the Internal Auditors are reviewed by the Audit committee of the Board on a periodical basis and necessary corrective actions by the process owners are taken.

Internal Financial Controls

The Company has established Internal Financial Controls framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the Company and tested by the internal auditors and presented to the audit committee. Based on periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

Risk Management process

Our Company has an established Risk Management Process which is tested by the internal auditors and overseen by the Audit Committee through a structured framework. The framework is implemented through a bottom up approach identifying, assessing, monitoring and managing key risks across the Company’s business units. The management of the Company has reported to the Board that the Company’s risk management and internal compliance and control system is operating effectively.

The Company follows the policy of hedging forex risk on its imports by taking full cover.

At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Business Planning and Information Technology

The Company has moved its applications and data base to a Cloud-based server as planned during 2015-16. This has resulted in de-risking the storage of critical information in our own hardware. The Company also simultaneously monitors software up gradation which helps run business operations in an efficient manner.

The data analytics capabilities acquired by the Company last year helps capturing relevant information for decision-making across various businesses. The information dashboards so generated helped the management and operating teams to have real-time information on process controls and take pro-active steps to manage operations.

Human Resource Development

The Company has developed structured HR policies and programs in the areas of resourcing, performance management systems, competency-based training and development and talent management to support the current and future needs of the organization.

Leadership development is a key focus area and the Company continues to develop internal talent through structured talent assessment programs, job rotation and cross-functional team assignments.

Learning & Development is another focus area wherein technical training is given to employees through internal trainers. Employees are also encouraged to participate in external programs to acquire new skills and update their knowledge based on latest trends in the industry.

The Company continues to engage the employees through different forums. The annual Management Kick-off (MKO) meeting is organized for annual goals deployment and followed by a midyear goal alignment meeting, for review. As part of the “Awards, Recognition & Communication” (ARC) program, the Company recognizes valued employees for their exceptional performance throughout the year.

Safety

The Company is fully committed to the ultimate goal of employee safety. Safety training and safety audit are frequently conducted enabling the Company to maintain an accident-free record at its factories for several years.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) activities have been embedded in the value system of the Company for many decades. The Company continues to be actively engaged in CSR initiatives for development of the society through partnerships and continued to focus on to helping lesser privileged communities in areas like education, health & hygiene, culture & heritage and actively participated in other welfare projects. The Company was not required to constitute a Corporate Social Responsibility Committee in terms of Section 135 of Companies Act, 2013 till financial year 2016-17.

However, the provisions of Section 135 of Companies Act, 2013 has become applicable to the Company with effect from 1^st April 2017. Accordingly, the Board of Directors of the Company, at the Board meeting held on 12^th May 2017, constituted the CSR Committee, the details of which are provided in the Corporate Governance report.

Code of Business Conduct and Ethics

All the members of the Board and senior management personnel have confirmed compliance with the Code of Business Conduct and Ethics for the year ended 31^st March, 2017. The Annual Report contains a declaration to this effect signed by the Chief Executive Officer for the Code. The Code is available on the Company’s Website www.tvs-e.in.

Vigil Mechanism / Whistle Blower policy

The Company has established a vigil mechanism, which is overseen by the Audit Committee. The Chairman of the Audit Committee has been appointed as the Ombudsman for the Vigil mechanism. The policy provides a formal mechanism for all directors, employees to report to the management, their genuine concerns or grievances about unethical behavior, actual or suspected fraud and any violation of the Company’s Code of Business Conduct and Ethics policy. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning Company. The Policy is available on the Company’s Website www.tvs-e.in.

Prevention of Insider Trading

The Company has complied with the provisions of SEBI (Prevention of Insider Trading) Regulations, which is to be complied with effect from 15^th May, 2015. The Company has adopted Fair Practices Code (FPC) as per the regulations. The Board and the designated employees of the Company have confirmed compliance with the FPC as applicable as on 31^st March 2017. Code of Conduct for Insider Trading Regulation and the Fair Practices Code are available on the Company’s Website www.tvs-e.in.

Holding Company

TVS Investments Limited (TVSI), our Holding Company holds 59.96% of the outstanding equity as on 31^st March 2017 (previous year 60.15%). TVSI has applied to National Company Law Tribunal for conversion into a private limited company. The change in the constitution of TVSI will not impact the Company in any manner.

Subsidiary Company

Prime Property Holdings Limited (PPH), is the Company’s Wholly Owned Subsidiary, in which the Company holds 100% of 50,000 Equity Shares of the Company at Rs.10/- each.

As already informed to the members, PPHL (Transferor) filed the necessary documents for an amalgamation with the Company (Transferee) with the stock exchanges. The stock exchanges have accorded their in-principle approval for the Scheme and steps are being taken to file the application with National Company Law Tribunal.

Consolidated Accounts

The Consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI LODR) Regulations, 2015.

M/s. Benani Foods Private Limited (BFPL) is an associate of PPHL which holds 34.06% of Cumulative Compulsorily Convertible Participating Preference Share (CCCPPS) in BFPL as on 31^st March 2017. In terms of the notification dated 27^th July 2016 issued by the Ministry of Corporate Affairs, the audited financial statements of PPHL and BFPL have been consolidated with the audited financial statements of the Company.

A Statement under Section 129(3) of the Companies Act, 2013 is enclosed as Annexure A. The audited consolidated financial statements together with Auditors report forms part of the Annual report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of PPHL and BFPL will be made available to the shareholders, on receipt of a request from any shareholder of the Company and it has also been placed on the website of the Company at www.tvs-e.in. This will also be available for inspection by the shareholders at the Registered Office of the Company, during business hours.

Annual Return

Extract of Annual Return in Form MGT-9 is given as Annexure B to this report.

Number of Board Meetings

The Board of Directors met four times during 2016-17. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Changes in the Share Capital

The paid up share capital of the Company as on 31^st March 2017 is ''18,61,28,180/- consisting of 1,86,12,818 Equity Shares of ''10/- each. During the year, Company allotted 60,000 Equity shares of ''10/each under Employees Stock Option Scheme, 2011.

Particulars of Loans, Guarantees or Investments

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

The repayment period of interoperate loan of Rs1.50 Cr given in the last financial year to Prime Property Holdings Limited (PPHL), its Wholly Owned Subsidiary, was extended up to 31^st March, 2018, based on the request received from PPHL, since their investments are expected to be redeemed during the financial year 2017-18, to enable them to repay the interoperate loan. PPHL has paid on 31^st March, 2017, interest of Rs18.23 Lakhs fully accrued up to 31^st March, 2017.

The details of investments made by the Company are given in the financial statements.

Related Party Transactions

All the related party transactions entered into are on ‘arm’s length’ basis and in the ordinary course of business and are in compliance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. None of the transactions are in the nature of having any potential conflict with the interests of the Company at large. There were no material related party transactions during the year.

Omnibus approvals are obtained for related party transactions which are repetitive in nature. In respect of unforeseen transactions, specific approvals are obtained. All related party transactions are approved / reviewed by the Audit Committee on a quarterly basis, with all the necessary details and are presented to the Board and taken on record.

The details of transactions with related parties are provided in the financial statements.

The Related Party Transactions policy as approved by the Board is uploaded on the Company’s website at www.tvs-e.in

Directors and Key Managerial Personnel Retirement by Rotation

Mr. D Sundaram (DIN: 00016304), Director retires by rotation at the ensuing Annual General Meeting of the Company under Section 152(6) of the Companies Act, 2013 and being eligible offers himself for re-appointment. The brief resume of Mr. D Sundaram and other relevant information have been furnished in the Notice of Annual General Meeting (AGM). Appropriate resolutions for his appointment are being placed for approval of the shareholders at the AGM.

Independent Directors

All independent Directors hold office for a fixed period of five years and are not liable to retire by rotation. Mr. R Ramaraj, an Independent Director representing small shareholder, who was appointed for a period of three years from 1^st April 2014 to 31^st March 2017, by way of postal ballot on 29^th September 2014, completed his term of appointment as Independent Director on 31^st March, 2017. Board places on record its deep appreciation for his valuable advice and guidance and for his contribution to the Board and as a member of various board committees of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations,

2015. The terms of appointment of Independent Directors are available in the Company’s website www.tvs-e.in.

Separate Meeting of Independent Directors

During the year, a separate meeting of Independent Directors was held on 2^nd November 2016. The Independent Directors actively participated and provided guidance to the Company in all its spheres.

Woman Director

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (LODR) Regulations, 2015 the Company has appointed Mrs. Srilalitha Gopal (DIN: 02329790) who is serving on the Board of the Company, since the year 2011.

Key Managerial Personnel (KMPs)

Mr. Prakash Katama was appointed as the Chief Executive Officer of the Company with effect from 4^th May 2016. Mr. Karthi Chandramouli was appointed as the Chief Financial Officer with effect from 1^st September 2016. Mr. Karthi is a Chartered Accountant with about fourteen years of experience in Finance, Business Strategy and Risk Management.

In terms of Section 2(51) and Section 203 of the Companies Act, 2013, Mr. Prakash Katama, Chief Executive Officer, Mr. Karthi Chandramouli, Chief Financial Officer and Ms. S Nagalakshmi, Company Secretary are the key managerial personnel of the Company.

Mr. K E Ranganathan (DIN 00058990), Managing Director resigned from the services of the Company effective 1^st July 2016. Necessary intimations have been made to the stock exchanges in which the shares of the Company are listed.

Evaluation of the Board’s performance

The Board has carried out an evaluation of its own performance, and that of its directors individually and the sub committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

The Company has also devised a Policy on Board Diversity detailing the functional, strategic and structural diversity of the Board.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company review the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the shareholders of the Company.

In accordance to Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was formulated to govern the terms of nomination, appointment and remuneration of Directors, Key Managerial and Senior Management Personnel of the Company.

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

Statutory Auditors

As per the provisions of Section 139 of the Companies Act 2013, the transitional period of office of M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai as the Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting of the Company.

The Board of Directors place on record their appreciation and gratitude for the services rendered by M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai, during their tenure as the statutory auditors of the Company for over three decades.

The Audit Committee and the Board of Directors of the Company have recommended the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Chennai (FRN:008072S) as the statutory auditors of the Company, subject to the approval of the shareholders. M/s. Deloitte Haskins & Sells have consented to the said appointment and confirmed that their appointment, if made, would be within the limits mentioned under the provisions of Section 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

They will hold office as statutory auditors for the first term of five years from the conclusion of the 22^nd Annual General Meeting till the conclusion of 27^th Annual General Meeting of the Company, subject to ratification of the appointment by members at every Annual General Meeting held during their tenure of office as statutory auditors.

Explanation to remarks in the Independent Auditors Report

With reference to the basis of qualified opinion, in the Independent Auditors report, Board wishes to state that the Central Government vide its order dated 21^st March 2016, approved a remuneration of Rs90.80 Lakhs p.a for the year 2016-17 including the value of stock options to Mr. K E Ranganathan, who was the Managing Director of the Company up to 30^th June 2016. While the actual remuneration was within the limits approved by the Central Government for the year 2016-17, considering the value of stock options as debited to the Statement of Profit and Loss, the total remuneration for the staid period of three months was marginally in excess by Rs1.50 Lakhs. The overall managerial remuneration including the perquisite value of stock options was less than 11% of the net profits of the Company. The Company is taking necessary steps to obtain requisite approvals for the said excess remuneration as required in terms of provisions of Section 197(1) of Companies Act, 2013.

Internal Auditors

The Company has appointed M/s. Grant Thornton India LLP, as Internal Auditors for the year 2017-18.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, printers manufactured by the Company and falling under the specified Central Excise Tariff Act heading are covered under the ambit of mandatory cost audits from the financial years commencing on or after 1^st April 2015.

The Audit Committee recommended and the Board of Directors appointed Mr. P Raju Iyer, Cost Accountant, Chennai as the Cost Auditor of the Company, to carry out the cost audit for 2017-18. The Company has also received the consent from Mr. P Raju Iyer for his appointment. A sum of Rs1.50 Lakhs plus service tax, has been fixed by the Board of Directors in addition to the reimbursement of out of pocket expenses and is required to be ratified by the members at the ensuing Annual General Meeting as per Section 148(3) of Companies Act, 2013.

Secretarial Auditors

The Company appointed M/s. S Krishnamurthy & Co., Practicing Company Secretaries, Chennai to carry out Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year 31^st March, 2017 is enclosed as Annexure C.

The Board has re-appointed M/s. S Krishnamurthy & Co., Practicing Company Secretaries, Chennai as the Secretarial Auditors for carrying out the secretarial audit for the financial year 2017-18.

Clarification to the observations in the Secretarial Audit Report

The Company is seeking requisite approvals from shareholders at the annual general meeting for managerial remuneration. There have been delays in two instances in disclosing the outcome of the Board meetings to stock exchanges due to network connectivity issues. Disclosures to the stock exchanges, together with the proceedings of the Annual General Meetings have been made in terms of regulation 13, Part A, Schedule III of Listing Regulations.

Employee Stock Option Plan

During the year, 60,000 stock options were granted under the Employees Stock Options Scheme, 2011 to the then Managing Director of the Company. These options were exercised and 60,000 Equity Shares were allotted on 18^th May 2016. The current position of the Stock Options granted under Employees Stock Option Scheme 2011 are provided in this Report as Annexure D.

Credit Rating

During the year 2016-17 Brickwork Ratings India Private Limited have reaffirmed the Company’s Credit Rating at ‘BBB ’. The Company has informed the Stock Exchanges accordingly.

Transfer to Investor Education and Protection Fund

There was no amount required to be transferred to Investor Education and Protection Fund during the year.

Particulars of Employees and related disclosures

The particulars of the employees covered by the provisions of Section 197 (12) of Companies Act, 2013 and the rules there under forms part of this report. However, as per the provisions of Section 136(1) of Companies Act, 2013, the annual report is being sent to all the members excluding this statement. This will be made available for inspection at the Registered Office of the Company during working hours.

Comparative analysis of remuneration paid

A comparative analysis of remuneration paid to Directors and employees with the Company’s performance is given as Annexure E to this report.

E-Waste Management

The Company is well ahead in terms of e-waste management compliance directed by Government of India with effect from 1^st May, 2012. The Company has registered and authorized collection, storage and disposal centre’s in the required locations and has complied with the statutory requirements relating to E-Waste Management.

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

Information relating to energy conservation, technology absorption, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section

134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure F to the Board’s Report.

Corporate Governance

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

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 for the year ended 31^st March,

2017.

Other laws

During the year under review, the Company has received a complaint from a woman employee and the same was disposed off, after following due procedures and guidelines provided under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There have been no complaints pending for disposal.

Awards and Recognitions

During the year, the Company has been awarded:

a. Most admired brand in Indian ICT Industries - 2017

b. Dell appreciation for best Service delivery performance - 2017

c. From Xiaomi India:

i. Best Service Partner (West) - 2016-17

ii. Best Service Centre - 2016-17 - Vashi

iii. 3^rd Best Service Centre West - 2016-17 - Lower Parel.

iv. Individual Award - Best Centre Manager -2016-17

Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultants, advisors of the Company and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2016-17:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, further confirm:

i) that in the preparation of the annual accounts for the financial year ended 31^st March, 2017, the applicable accounting standards have been followed and that there were no material departures;

ii) that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31^st March, 2017 and of the profits of the Company for the year under review;

iii) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that they had prepared the annual accounts for the year ended 31^st March, 2017 on a “going concern” basis;

v) that they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

vi) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers and its holding companies TVS Investments Limited (Formerly Sundaram Investment Limited) and T.V.Sundram Iyengar & Sons Private Limited.

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

For and on behalf of the Board

Chennai Gopal Srinivasan

12^th May, 2017 Chairman

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Mar 31, 2016

The Board of Directors present their Twenty First Annual Report on the business and operations of the Company and the financial statements for the year ended 31^st March, 2016. The Management Discussion and Analysis (MDAR) is an integral part of this report.

Financial Results

The highlights of the financial performance of the Company are as follows:

(Rs. in Lakhs)

Particulars	Year ended 31.03.2016	Year ended 31.03.2015
Sales and other income	59,503	27,103
Earnings Before Interest & Tax (EBIT)	904	985
Profit / (Loss) Before Tax (PBT) and before exceptional items	331	293
Exceptional Items / Extra-ordinary Items	213	24
Profit / (Loss) Before Tax	544	317
Profit / (Loss) After Tax (PAT)	431	229
Add: Brought forward from previous year	198	(31)
Total available for appropriations	629	198
Surplus / (Deficit) in Profit and Loss Account	629	198

Business results and key highlights of operations

For the year ended 31^st March, 2016, the Company reported Sales Revenue and Other Income of Rs. 595.03 Cr as against Rs. 271.03 Cr in the previous year. Sales include Rs.135.54 Cr from Servicetec business (Previous year Rs.94.10 Cr) and Rs.299.46 Cr from Distribution service business.

The Servicetec business recorded a robust growth of over 40% in revenue and established itself as a strong player in the ‘Exclusive Branded Service Centre'' delivery model. With strategic tie-up with leading international brands, the Company operates over 60 such exclusive centres across India. The Company also focused on the ‘Repair Factory'' model where high level repair services are carried out for these brands. The Company is becoming a preferred choice for major brands in the Mobile Phones and Computers and other IT products for their warranty and repair services.

The market for Dot Matrix Printers (DMP) continued to decline given the preference for end users for new technology laser printers. However, the Company has mitigated this impact by improving POS (Point-of-Sale) business. The market for POS products is growing at a CAGR of 12% riding on the demand from retail sector. The Company focuses on customer-centric products like Thermal Printers, Scanners, Label Printers and has recorded good volume growth. Meeting customer needs through innovative products and solutions helped the Company retain market share in many of these categories. Company''s market share in dot matrix printers is strong and the business is profitable and generates valuable cash flow.

During the year, the Company forayed into ‘Distribution Services'' by tying up with one of the reputed international mobile phone manufacturers to distribute their products in India through e-commerce route. Though the revenue from this line of business is high, the margins are low due to the inherent nature of the business of distribution. The Company is building up valuable experience by distribution through leading e-commerce portals.

The e-auction business provides a robust transparent platform for various manufacturers in disposing off their scrap and surplus materials and realize good value. The Company launched a new product - ‘e-procurement'' during the year to offer integrated services to customers.

Growing the business

Our Company believes that ‘Servicetec Business'' remains the major focus in the future for profitable growth; which will come from expanding our service footprints to more cities, (Tier 2/3), where the demand for mobile phone service is increasing. The Company plans to tie up with more leading brands in computers, mobile phones and other consumer electronics products by offering warranty services through multiple delivery models. With the demand for Out-of-Warranty services increasing, we envisage to set up consumer service centre’s under ‘Multi-Brand Outlet'' (MBO) model. This will help consumers get reliable and high quality services for their devices.

In the ‘Products Business'' the Company expects the POS category to grow at 12-15% in the future, driven by expanding retail sector. Other sectors like hotels, hospitals, manufacturing also need these products for various customer applications. With the impending movement to GST, it will become mandatory for all retail establishments to generate invoices, which will help grow the category. The Company plans to launch appropriate products for various segments and also work closely with the system integrators in making our products available to the customers. The field team will also be trained to focus more on this growing category, supported by a strong inside-sales team.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a detailed Report on Management Discussions and Analysis is given below:

Economy

The country topped the World Bank''s growth outlook and grew at 7.6% in 2015-16 and is expected to grow at 7-8% in 2016-17 driven by many favourable macro factors and decisive Government programs and interventions. Inflation is forecast at around 4-5% in 2016-17 helping stability in prices.

The impact of Make in India and other policy initiatives have led to increased FDI inflows. The main aim of Make in India campaign is to take the share of Manufacturing in GDP from the current 16% to over 25% by the year 2022, to create 100 million jobs by then.

Macro trends, Industry Structure and Development Retail Industry

The Indian retail industry is expected to double to $1 trillion by 2020 due to rising income, urbanization, consumer preferences etc. The retail sector witnessed high growth with organized retailing formats gaining prominence, especially in Tier 1 and Tier 2 cities.

The kirana stores will continue to be the largest contributor to value share and are likely to account for 60% share.

Small & Medium Industry

The government is leading the efforts through Make in India and Digital India initiatives to bolster the share of SME in India''s GDP to 20-25 per cent by the end of 2025. Currently, there are approximately 48 million SMEs in India, employing around 40 per cent of the country''s labour and contributing to 17 per cent of India''s GDP. The government has launched many programs to grow this sector.

Smartphone Industry

India surpassed US to become second biggest smartphone market in the world by crossing 100 million units with an annual growth rate of 15% and user base of 220 million. India manufactured mobile phone worth Rs. 54,000 crore and 20 mobile phone brands have started assembling in India. India''s mobile phone manufacturing is expected to significantly grow in excess of 50% and the premium smartphone segment growing to 5 million in 2016.

Post sales service market

The mobile and laptop repair market in India is Rs. 6000 Crore in size and is expected to grow at 20% by 2018. With the entry of global players and existence of a few organized national players in the warranty market and many unorganized players in the out of warranty segment, this market is expected to grow exponentially. Your Company envisages increasing opportunities in this space with high device growth, improved connectivity and social networking.

Payment Industry

The Payment industry in India is in transition with the entry of small finance banks, payment banks, mobile wallets, prepaid cash cards with an ultimate aim of driving financial inclusion. Debit card transactions climbed 37% CAGR over past 5 years while credit cards grew at 21% CAGR. With initiatives like Jan Dhan Yojana, Unified Payments Interface, Mobile ATM etc, big jump was seen in new accounts opening and usage of cards. Business opportunity arises from such increasing trend for cashless transaction.

E-Commerce Industry

The e-Commerce market in India is expected to quadruple to $60-70 billion over the next 5 years. Lower costs of connectivity, smartphone proliferation, improving network and logistics infrastructure, easy payment mechanism and superior value propositions are expanding the industry at a rapid pace. Your Company is well positioned to leverage these opportunities.

Outlook

a) Increasing mobile phone penetration and up trading of these devices, driven by aggressive marketing by national and international brands and service providers have expanded the need for high quality after sales services either on an exclusive basis for a brand or on multi-brand offering basis across India. Our Company has developed an excellent network of walk-in stores for reputed international brands and also of Authorized Service Partners. The quality and excellence of the service offerings through these networks have made the Company a preferred choice of the Brands which the Company expects to leverage fully for profitable growth.

b) The need for warranty and post warranty services continues to be critical for customers due to increasing sale of devices, catering to enterprises, retail trade and household sector. The entrenched experience of Our Company and the excellence of services culture developed over the years under the reputed brand ‘TVS'' should enable the Company to leverage the warranty services for the devices through multiple delivery modes like on-site, walk-in centres and repair factories.

c) Over the last few decades, the consumer appliances sector witnessed good growth and organized retail formats have gained prominence. Growing e-Commerce opportunities and increased use of debit and credit cards have ushered in an online consumer culture in India. As Indian retail sector continues to grow impressively, our Company plans to serve customers by offering products that are robust for Indian environment while providing fast and reliable service. It will leverage the touch points of sales and service partners to focus on the POS business.

d) Modern retail formats are expected to grow three fold during the next 5 years. Three key trends to drive growth in modern trade are rapid consumer evolution and up trading; supply-side improvements and positive regulatory environment. These have the potential to significantly grow Point of Sale products.

e) Unorganized retail, with flexible credit options and convenient shopping locations, will continue to dominate the retail sector. Smaller cities are likely to witness growth and retail players should gear up to tap the potential in these cities. The Company visualizes opportunity for its POS products and solutions offering value for money, in these smaller centres.

f) Micro industries are expected to make a sizeable contribution to the small and medium sized businesses. It is anticipated that IT services will be their largest overall spending category. Overall business sentiment for conventional IT hardware business remains muted. Tablets & Phablets are taking the share of PC sales. Our Company visualizes increasing opportunities for the POS products and solutions in banking and e-Governance space. IT spends are also expected to increase across various sectors like Retail, Hospitality, Manufacturing, Education, Banking Financial Services & Insurance.

Business Risks & Opportunities

The Company''s key imperative over the medium term is to sustain current revenue streams even as we build a strategic framework and drive Servicetec business leveraging the macro trends and business opportunities as described elsewhere.

Key success factors (and therefore risks) are predicated on timely execution of the plans, building the internal capabilities by attracting and retaining talent and keeping pace with technological and market changes. The Board and management of our Company are confident of proactively managing the risks.

Internal Control Systems and their adequacy

The Company ensures that all transactions are authorized, recorded and reported and has adequate internal control systems to ensure that assets are safeguarded and protected against any loss. The key processes are aligned with ISO9001:2008 system and audited periodically for compliance.

The scope and authority of the Internal Auditors are clearly defined. The findings and recommendations of the Internal Auditors are reviewed by the Audit committee of the Board on a periodical basis and necessary corrective actions by the process owners are taken.

Risk Management process

Our Company has an established sound risk management process which is overseen by the Audit Committee through a structured framework. Strategic, operational and financial risks are identified and mitigation measures are put in place by the Company and reviewed periodically.

The Company follows the policy of hedging forex risk on its imports by taking full cover.

At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Business Planning and Information Technology

The Company has moved applications and data base to ‘Cloud'' based server as planned at the beginning of the year. This has resulted in de-risking the storage of critical information in our own hardware. Going forward, the Company will work on upgrading the software for applications to the current level and help run the business operations in an efficient manner.

The Company introduced ‘data analytics'' during the year by capturing relevant information across various businesses. The information dash boards helped the management and operating teams to have real time information to control various processes and take pro-active steps to manage operations.

Human Resource Development

The Company has developed structured HR policies and programs in the areas of resourcing, performance management system, competency based training and development and talent management to support the current and future needs of the organization.

Leadership development is a key focus area and the Company continues to develop internal talent through structured talent assessment programs, job rotation and cross functional team assignments.

Learning & Development is another focus area wherein technical training is given to employees through Internal trainers. Employees are also encouraged to participate in external programs to acquire new skills and update their knowledge based on latest trends in the industry.

The Company continues to engage the employees through different forums. The annual Management Kick-off (MKO) meeting is organized for annual goals deployment and followed by a midyear goal alignment meeting, for review. As part of the “Awards, Recognition & Communication” (ARC) program, the Company recognizes the employees for their exceptional performance throughout the year.

Safety

Safety training and safety audit are frequently conducted which enables the Company to maintain accident free performance at the Factories for several years.

Corporate Social Responsibility

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

The provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company and hence there was no requirement to constitute a CSR Committee, although the board periodically engages in CSR agenda of the Company. During the year, the Company undertook the following initiatives and also encouraged our employees to participate in various CSR activities.

Chennai floods:

Chennai witnessed unprecedented rains during the month of December 2015 resulting in partial damage/ full washout of house hold items of some of our employees. As an organization, employees volunteered and contributed their one day basic salary to extend possible support and an equal amount was contributed by the Company. The Company provided food and relief materials to hundreds of affected people in the relief camps.

“Project SAHAAI”

Under the guidance of the management, around 40 employees volunteered to support the initiative of rehabilitating the flood hit “Micro Entrepreneurs” around the ecosystem and around 120 “Micro Entrepreneurs” were put back on to each of their respective businesses in a week''s time. These include petty shops, small ironing outfits, cycle repair shops and road side vendors.

During the year, the Company extensively conducted eye camps, health and hygiene, education support and provided infrastructure support to the schools.

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, among others, economic conditions affecting demand/supply and price conditions in the domestic and overseas markets, changes in Government regulations, tax laws and other statutes and incidental factors.

Code of Business Conduct and Ethics

The Board of Directors at their meeting held on 5^th November 2014 approved the Code of Business Conduct and Ethics (Code) in terms of Schedule IV of Companies Act, 2013 and as per listing regulations. All the members of the Board and senior management personnel have confirmed compliance with the Code for the year ended 31^st March, 2016. The Annual Report contains a declaration to this effect signed by the Managing Director and Company Secretary as Compliance Officer for the Code. The Code is available on the Company''s Website www.tvs-e.in.

Vigil Mechanism / Whistle Blower policy

The Company has established a vigil mechanism, which is overseen by the Audit Committee. The Chairman of the Audit Committee has been appointed as the Ombudsman of the Vigil mechanism. The policy provides a formal mechanism for all directors, employees 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 policy. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning Company. The Policy is available on the Company''s Website www.tvs-e.in.

Prevention of Insider Trading

The Company has complied with the provisions of SEBI (Prevention of Insider Trading) Regulations, which is to be complied with effect from 15^th May, 2015. The Company has adopted Fair Practices Code (FPC) as per the regulations. The Board and the designated employees of the Company have confirmed compliance with the FPC as applicable as on 31^st March 2016. Code of Conduct for Insider Trading Regulation and the Fair Practices Code are available on the Company''s Website www.tvs-e.in.

Holding Company

Sundaram Investment Limited, our Promoter Company has changed its name to TVS Investments Limited, which was approved by the Registrar of Companies with effect from 2^nd May 2016. The Promoter Company holds 60.15% as on 31^st March 2016 (previous year 61.92%).

Subsidiary Company

Prime Property Holdings Limited (PPH), is the Company''s Wholly Owned Subsidiary, which holds 100% of 50,000 Equity Shares of the Company at Rs.10/- each.

The Board of Directors of the Company have approved a Scheme of Amalgamation of PPH with the Company, under Sections 391-394 of Companies Act, 1956 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. [SEBI( LODR) Regulations] The Appointed Date for amalgamation is fixed on 1^st April, 2016. The Scheme will be subject to the approval of the Honourable High Court of Madras. The Company is in the process of filing necessary applications with the concerned statutory authorities.

Consolidated Accounts

The accounts of the subsidiary Company, Prime Property Holdings Limited are consolidated with the accounts of the Company in accordance with the provisions of Section 129 of the Companies Act, 2013 and Regulation 33 of SEBI (LODR) Regulations, 2015 and Accounting Standard 21 (AS 21) prescribed by The Institute of Chartered Accountants of India. The consolidated accounts duly audited by the Statutory Auditors and the consolidated financial information forms part of the Annual Report.

The Company does not have any associate or joint venture companies.

A Statement under Section 129(3) of the Companies Act, 2013 in Form AOC-1 is enclosed as Annexure A.

The Annual Accounts of PPH and related detailed information will be available for inspection by the shareholders at the Registered Office of the Company and the PPH and will also be made available to the shareholders upon request.

Dividend

Considering the current financial position of the Company, the Directors do not propose any dividend for the financial year ended 31^st March, 2016.

Extract of Annual Return

The details of the Extract of Annual return is enclosed as Annexure B.

Number of Board Meetings

The Board of Directors met four times during 2015-16. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Changes in the Share Capital

The paid up share capital of the Company as on 31^st March 2016 is Rs.18,55,28,180/- consisting of 1,85,52,818 Equity Shares of Rs.10/- each. During the year, Company allotted 5,30,000 Equity shares of Rs.10/-each to a Non Executive Non Independent Director of the Company, pursuant to his exercise of stock options, in terms of the Employees Stock Option Scheme, 2011.

Particulars of Loans, Guarantees or Investments

During the year, the Company gave an unsecured loan of Rs.1.50 Cr to Prime Property Holdings Limited, its Wholly Owned Subsidiary, to enable them to meet the advance tax obligations and to pursue a new investment opportunity. The said inter corporate deposit carries an interest rate of 12.15% and is repayable before 31^st March 2017.

The Company has not given any guarantees or provided any security in connection with any loan to any other body corporate or person covered under the provisions of Section 186 of Companies Act 2013.

The details of investments made by the Company are given in the financial statements.

Related Party Transactions

All the related party transactions entered in to are on ‘arm''s length'' basis and in the ordinary course of business and are in compliance of the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. None of the transactions are in the nature of having any potential conflict with the interest of the Company at large. There were no material related party transactions during the year.

Omnibus approvals are obtained for related party transactions which are repetitive in nature. In respect of unforeseen transactions, specific approvals are obtained. All related party transactions are approved / reviewed by the Audit Committee on a quarterly basis, with all the necessary details and are presented to the Board and taken on record.

The details of transactions with related parties are provided in the financial statements.

The Related Party Transactions policy as approved by the Board is uploaded on the Company''s website at www.tvs-e.in

Directors

Retirement by Rotation

Ms. Srilalitha Gopal (DIN: 02329790), Director retires by rotation at the ensuing Annual General Meeting of the Company under Section 152(6) of the Companies Act, 2013 and being eligible offers herself for re-appointment. The Board recommends her re-appointment.

Appointment of Non Executive Non Independent Director

Mr. R S Raghavan (DIN 00260912) was appointed as an Additional Director (Non Executive Non Independent) under Section 161 of Companies Act, 2013 with effect from 4^th May 2016, to hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice under Section 160(1) of Companies Act, 2013 from a member proposing his appointment as a Director. A brief resume of Mr. R S Raghavan has been furnished in the Notice convening the Annual General Meeting.

Independent Directors

All independent Directors hold office for a fixed period of five years and are not liable to retire by rotation. An Independent Director representing small shareholder hold office for a period of 3 years. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations. The terms of appointment of Independent Directors are available in the Company''s web site www.tvs-e.in.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors for the year 2015-16 was held on 6^th May 2015. The Independent Directors actively participated and provided guidance to the Company in all it spheres.

Woman Director

In terms of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI (LODR) Regulations, the Company has appointed Ms. Srilalitha Gopal (DIN: 02329790) who is serving on the Board of the Company, since the year 2011.

Chief Executive Officer

Mr. Prakash Katama, Chief Operating Officer, was appointed as the Chief Executive Officer of the Company with effect from 4th May 2016. He is an accomplished professional in Global Supply Chain Practices, with strong leadership and general management skills. His leadership will help the Company achieve its ambitious growth targets and catalyze its transformation into a customer services and solutions business. He is an Industrial Engineer with a degree from University of Texas, Austin, and played a significant role in setting up Nokia''s Indian operations. He is designated as a Key Managerial Person under Section 203 of Companies Act, 2013.

As part of Mr. Katama''s joining terms, Company agreed to invest through its subsidiary Company, Prime Property Holdings Limited (PPH) in Benani Foods Private Limited (BFPL), a Ready to Cook venture promoted by Mr. Katama and his associates The Company and PPH helped BFPL strengthen its leadership team and finance its growth through this investment. PPH has nominated a director to the Board of BFPL. This was done to ensure that Mr. Katama devotes his full time and efforts to Company and consequently he has since resigned from Board of BFPL.

On a standalone basis, this investment in BFPL is expected to do well, given its products profile which has appeal among the growing urban middle-class

Key Managerial Personnel

Mr. K E Ranganathan (DIN 00058990), Managing Director, Mr. Prakash Katama, Chief Executive Officer and Ms. S Nagalakshmi, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company under the provisions of the Companies Act, 2013.

Evaluation of the Board''s performance

The Board has carried out an evaluation of its own performance, and that of its directors individually and the sub committees of the Board. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

The Company has also devised a Policy on Board Diversity detailing the functional, strategic and structural diversity of the Board.

Remuneration Policy

The Company has adopted a Remuneration Policy of Directors and senior management personnel, detailing inter alia the procedure for Director''s appointment and remuneration including criteria for determining qualification.

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

Statutory Auditors

The Company at the Annual General Meeting held on 4^th September, 2014, appointed M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Registration No.004207S) as the statutory auditors of the Company, to hold office for the transitional period of three consecutive years, from the conclusion of the said Annual General Meeting, subject to ratification at every Annual General Meeting, at such remuneration in addition to service tax, out of pocket expenses, travelling and other expenses as may be approved by the Board of Directors of the Company.

It is proposed to re-appoint them as statutory auditors for the final year in the transitional period of three consecutive years, from the conclusion of this Annual General Meeting, subject to ratification by the members. The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 conveying their eligibility for re-appointment as statutory auditors of the Company for the year 2016-17. In terms of the SEBI (LODR) Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Explanation to remarks in the Independent Auditors Report

1. With reference to the basis of qualified opinion, in the Independent Auditors report, Board wishes to state that the unsecured loan of Rs.1.50 Cr given to Prime Property Holdings Limited, (PPH) was to meet its advance tax obligations and to pursue a new investment opportunity. The Company has been advised by its legal counsel that utilization for the said purpose can be considered as utilization for the purpose of principal business activity of the subsidiary.

2. With reference to the remark made by the Auditors in para 10 of Annexure - 1, the Board wishes to state that the theft of mobile sets and the defalcation of cash were detected through internal fraud detection mechanism available in the Company. Since then, the Company has further strengthened the internal procedures as to verification of cash balances and monitoring control over quantities of mobile sets to avoid recurrence of such events.

Internal Auditors

The Company has appointed M/s. Grant Thornton India LLP, as Internal Auditors for the year 2016-17.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audits) Rules, 2014, printers manufactured by the Company and falling under the specified Central Excise Tariff Act heading are covered under the ambit of mandatory cost audits from the financial years commencing on or after 1^st April 2015.

The Audit Committee recommended and the Board of Directors appointed Mr. P Raju Iyer, Cost Accountant, Chennai as the Cost Auditor of the Company, to carry out the cost audit for 2016-17. The Company has also received the consent from Mr. P Raju Iyer for his appointment. A sum of Rs.1.50 Lakhs plus service tax, has been fixed by the Board of Directors in addition to the reimbursement of out of pocket expenses and is required to be ratified by the members at the ensuing Annual General Meeting as per Section 148(3) of Companies Act, 2013.

Secretarial Auditors

The Company appointed M/s. S Krishnamurthy & Co., Practicing Company Secretaries, Chennai to carry out Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year 31^st March, 2016 is enclosed as Annexure C.

The Board has appointed M/s. S Krishnamurthy & Co., Practicing Company Secretaries, Chennai as the Secretarial Auditors for the financial year 2016-17. Necessary consent has been received from them to act as Secretarial Auditors.

Clarification to the observations in the Secretarial Audit Report

The Secretarial Auditors Report for the year 2015-16 contains an observation that the Company is yet to appoint Chief Financial Officer. The Company has a Business Finance Controller, who is currently discharging the functions of Chief Financial Officer. The Company has shortlisted a few candidates and the recruitment is in the final stages of completion.

Employee Stock Option Plan

During the year, 3,00,000 stock options were granted under the Employees Stock Options Scheme 2011, to an employee of the Company. These options were issued at Rs.10/- per Equity Share and be allotted one Equity Share of the Company of the nominal value of Rs.10/- per Equity Share on payment of exercise price during the exercise period, subject to the criteria to be determined by the Nomination and Remuneration Committee of the Company. The current position of the Stock Options granted under Employees Stock Option Scheme 2011 are provided in this Report as Annexure D.

Credit Rating

During the year 2015-16 Brickwork Ratings India Private Limited has upgraded the Company''s Credit Rating from ‘BBB'' to ‘BBB ''. The Company has informed the Stock Exchanges accordingly.

Transfer to Investor Education and Protection Fund

The details of transfer to Investor Education and Protection Fund is provided in the Corporate Governance Report forming part of this Annual Report.

Particulars of Employees and related disclosures

The particulars of the employees covered by the provisions of Section 197 (12) of Companies Act, 2013 and the rules there under forms part of this report. However, as per the provisions of Section 136(1) of Companies Act, 2013, the annual report is being sent to all the members excluding this statement. This will be made available for inspection at the registered office of the Company during working hours.

Other particulars pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

S. No.	Name	Designation	Ratio to Median Remuneration	% increase in Remuneration
1	Gopal Srinivasan	Chairman	NA	NA
	K E Ranganathan	Managing Director	1:34	Nil
	D Sundaram	NENID	NA	NA
	Srilalitha Gopal	NENID	NA	NA
	Kenneth Tai	NEID	NA	NA
	R Ramaraj	NEID	NA	NA
	Praveen Chakravarty	NEID	NA	NA
	Dr. Nagendra Palle	NEID	NA	NA
	M. Lakshminarayan (from 06 05 2015)	NEID	NA	NA
	M F Farooqui (from 06 05 2015)	NEID	NA	NA
	Narayan K Seshadri (from 06 05 2015)	NENID	NA	NA
	S Nagalakshmi	Company Secretary	NA	30%
2	Percentage Increase in the median remuneration of employees in the financial year		10.36%
3	The number of permanent employees in the rolls of the Company		421
4	Explanation in relationship between average increase in remuneration and Company performance	Company performance PBT increase	72%
		Average increase in remuneration	11%
5	Comparison of the remuneration of the KMP and Company performance	Percentage increase in KMP remuneration	30%
6.	Variations in the market capitalization of the Company, Price Earnings Ratio of the Company as at the closing date as at 31st March 2016 and the previous financial year and percentage increase / decrease in the market quotations of the shares of the Company as compared to the rate at which the Company came out with last public offer:
	Particulars	2014-15	2015-16	Increase / Decrease
	No. of Shares	1,80,22,818	1,85,52,818	5,30,000
	Share Price (in Rs.)
	BSE	32.90	102.25	210.79%
	NSE	34.45	102.20	196.66%
	EPS (in Rs.)	1.17	2.26	93.16%
	PE Ratio (based on audited results)	29.44	45.22	53.60%
	Company’s Market Cap (Rs. in Lakhs)	6,208.86	18,960.98	205.39%
	The Company has not made any public offer till date, since its incorporation. Its shares were listed on Stock Exchanges due to a scheme of amalgamation of the erstwhile listed Company, namely TVS Electronics Limited sanctioned by the Hon''ble High Court of Madras vide its Order dated 5th August, 2003.
7.	Average percentile increase in the salaries of employees other than the managerial personnel during the year 2015-16 was 11% and for the managerial personnel was 16%.
8.	The key parameters for any variable component of remuneration availed by the Directors: Except for Mr. K E Ranganathan, Managing Director, none of the other directors have been paid any remuneration except sitting fees.
9.	The ratio of remuneration of the highest paid Director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not applicable
10.	It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

E-Waste Management

The Company is well ahead in terms of e-waste management compliance directed by Government of India with effect from 1^st May, 2012. The Company has registered and authorized collection, storage and disposal centres in the required locations and has complied with the statutory requirements relating to E-Waste Management.

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

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

Corporate Governance

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

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Report.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 for the year ended 31^st March, 2016.

Other laws

During the year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company in terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Awards and Recognitions

During the year, the Company has been awarded:

i) Kalinga Digital Media Private Limited Award for Top 100 Most Trusted Company 2015

ii) First Data Appreciation Award 2015

iii) DELL Appreciation Award for Outstanding Performance and Lasting Contribution in Onsite Services 2015

iv) Lenovo India Services Award 2015

Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultants, advisors of the Company and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, further confirm:

i) that in the preparation of the annual accounts for the financial year ended 31^st March, 2016, the applicable accounting standards have been followed and that there were no material departures;

ii) that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31^st March, 2016 and of the profits of the Company for the year under review;

iii) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that they had prepared the annual accounts for the year ended 31^st March, 2016 on a “going concern” basis;

v) that they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

vi) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers and its holding companies TVS Investments Limited (Formerly Sundaram Investment Limited) and T.V.Sundram Iyengar & Sons Private Limited.

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

For and on behalf of the Board

Chennai Gopal Srinivasan

4^th May, 2016 Chairman

---

Mar 31, 2015

Dear Members,

The Board of Directors present their Twentieth Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2015.

Financial Results

The highlights of the financial performance of the Company are as follows:

(Rs. in Lakhs)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Sales and other income 27,103 24,962

Earnings Before Interest & Tax (EBIT) 985 872

Profit/ (Loss) Before Tax (PBT)

before exceptional items 293 130

Exceptional items / extraordinary

items 24 64

Profit / (Loss) Before Tax 317 66

Profit / (Loss) After Tax (PAT) 229 40

Add: Brought forward from previous year (32) (72)

Total available for appropriations 197 (32)

Surplus / (Deficit) in Profit and Loss account 197 (32)

Business results and key highlights of operations

For the year ended 31st March, 2015, the Company reported Sales Revenue and Other Income of Rs. 271.03 Cr as against Rs.249.62 Cr in the previous year. Sales include Rs.94.10 Cr from Services business (Previous year Rs. 69.34 Cr).

During the year, the market for Dot Matrix Printers (DMP) declined due to continued consumer preference for laser printers and the latter's cost benefits over DMP. However, the Company managed to contain the adverse impact of this on its operations by ramping up its services business.

The market for DMP shrunk by 12% year on year in terms of volume. The Company could marginally improve its market share. However, the revenue drop in the DMP business was compensated by improving the 'Point of Sales' (POS) business. The POS business grew by reaching out to various segments of customers, expanding coverage and by providing customer centric solutions.

The Services business recorded a robust growth of over 36% in revenue terms. This was achieved through multiple strategies ranging from (i) expanding the retail footprint for reputed brands, (ii) setting up additional repair & refurbishment factories for mobile phones and (iii) commencing management services for large format service outlets. During the year, the services business added reputed multi-national brands to its client base.

The Company continued its focus on reengineering service delivery processes by introducing new initiatives which led to substantial improvement in the turnaround time (TAT), customer satisfaction score(C-Sat) and parts efficiency index (PEI). Apart from this, a sharper focus on cost management through productivity enhancement initiatives helped the Company improve its financials.

Growing the business

It is expected that the DMP category will continue its decline in the years to come due to a shift in consumer preferences and high costs. Growth for the Company is expected to be driven by POS products which has greater acceptance and demand in the market. There is a great scope for several innovative products in the payment and transaction processing segment for different applications and the Company will continue to explore opportunities and grow aggressively in this new segment.

In the Services business, the Company will focus on serving the Tier-2 & Tier-3 customers under the B2B model by leveraging partner support. As the Company finds a good opportunity in extending its services directly to customers, it will soon start offering customer-centric repair services through multi-brand service outlets. The Company will also take on the role of a Supply chain service provider, Re-seller, Extended warranty provider and remote support provider by using its delivery capability. In order to maximize business opportunities, the Company has decided to enter into agreements with mobile manufacturers / wholesale distributors with a view to enhance the revenue streams.

Code of Business Conduct and Ethics

The Board of Directors have approved the revised Code of Business Conduct and Ethics in terms of Schedule IV of Companies Act, 2013 and clause 49 of Listing Agreement. All the members of the Board and Senior Management Personnel have confirmed compliance with the Code for the year ended 31st March, 2015. The annual report contains a declaration to this effect signed by the Managing Director and Company Secretary as Compliance Officer for the Code. The Code is available on the Company's Website www.tvs-e.in.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism, which is overseen through the Audit Committee. The Audit Committee Chairman has been appointed as the Ombudsman of the Vigil mechanism. Adequate safeguards against victimization of employees and Directors who express their concerns, forms part of the mechanism. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company. The Policy is available on the Company's Website www.tvs-e.in.

Company has adopted a Fraud Monitoring Mechanism to deal with instances of fraud and mismanagement.

Prevention of Insider Trading

The Company has complied with the provisions of SEBI (Prevention of Insider Trading) Regulations, which is to be complied with effect from 15th May, 2015. The Company has adopted Fair Practices Code and has suitably amended the existing Code of Conduct relating to Insider Trading. The Board and the designated employees of the Company have confirmed compliance with the Code as applicable as on 31st March 2015. Code of Conduct for Insider Trading Regulation and the Fair Practices Code are available on the Company's Website www.tvs-e.in.

Holding Company

The Holding Company, M/s. Sundaram Investment Limited holds 1,11,60,093 Equity Shares of Rs.10/- each constituting 61.92% of the total paid-up share capital of the Company, as on 31st March 2015.

Subsidiary Company

M/s. Prime Property Holdings Limited, is the Company's Wholly Owned Subsidiary. The financial performance of the subsidiary forms part of this report.

Consolidated Accounts

The accounts of the subsidiary company, M/s. Prime Property Holdings Limited are consolidated with the accounts of the Company in accordance with Accounting Standard 21 (AS 21) prescribed by The Institute of Chartered Accountants of India. The consolidated accounts duly audited by the Statutory Auditors and the consolidated financial information forms part of the Annual Report.

The Company does not have any associate or joint venture companies.

A Statement under Section 129(3) of the Companies Act, 2013 is enclosed as Annexure A

The Annual Accounts of the Subsidiary Company and related detailed information will be available for inspection by the Shareholders at the Registered Office of the Company and the Subsidiary Company concerned and will also be made available to the Shareholders upon request.

Dividend

Considering the current financial position of the Company, the Directors do not propose any dividend for the financial year ended 31st March, 2015.

Extract of Annual Return

The details of the Extract of Annual return is enclosed as Annexure B.

Number of Board Meetings

The Board of Directors met six times during 2014-15. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

Changes in the Share Capital

The paid-up share capital of the Company as on 31st March, 2015 is 18,02,28,180/- consisting of 1,80,22,818 Equity Shares of Rs.10/- each. During the year, the Company has not issued any fresh shares.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans or guarantees covered under the provisions of Section 186 of Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The details of investments made by the Company is given in the financial statements.

Related Party Transactions

All the related party transactions are entered on arm's length basis and in the ordinary course of business and are in compliance of the provisions of the Companies Act, 2013 and the Listing Agreement. The Company has not entered into any material related party transactions with Promoters, Directors or Key Managerial Personnel, which may have potential conflict with the interest of the Company at large.

All related party transactions are approved by the Audit Committee on a quarterly basis, with all the necessary details and presented to the Board. Omnibus approvals are obtained for related party transactions which are either repetitive in nature or unforeseen.

The details of transactions with related parties are provided in the financial statements.

The Related Party Transactions policy as approved by the Board is uploaded on the Company's website at www.tvs-e.in.

Directors

Cessation

Mr. H Lakshmanan (DIN: 00057973), Director resigned from the Board of Directors of the Company effective from the close of 30th September 2014. He has been serving on the Board since the year 2003 and Company has benefitted by his valuable advice and guidance particularly in the areas of long term outlook for the growth of the Company. Directors place on record their deep sense of appreciation for his contribution to the Board and as a member of various Board Committees of the Company.

Retirement by Rotation

Mr. D Sundaram (DIN: 00016304), Director retires by rotation at the ensuing Annual General Meeting of the Company under Section 152(6) of the Companies Act, 2013 and being eligible offers himself for re-appointment. Board recommends his re-appointment.

Appointment

Non Executive Director

Mr. Narayan K Seshadri (DIN: 00053563) appointed as an Additional Director (Non-Independent) under Section 161 of Companies Act, 2013, with effect from 6th May 2015, to hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice under Section 160 (1) of Companies Act, 2013 from a member proposing his appointment as a Director.

Independent Directors

The Board, based on Nomination and Remuneration Committee's recommendation, had appointed Dr. Nagendra Palle (DIN: 06964686), effective 30th September 2014, Mr. M Lakshminarayan (DIN: 00064750) and Mr. M F Farooqui (DIN: 01910054) effective 6th May 2015, subject to the approval of shareholders for a period of 5 years, in terms of the provisions of Companies Act, 2013 and Listing Agreement.

The members at the 19th Annual General meeting, have approved the appointments of Mr. Praveen Chakravarty (DIN:00766422) and Mr. Kenneth Tai (DIN: 01964412) as Independent Directors who are not liable to retire by rotation, to hold office for a term of five consecutive years from 1st April, 2014 to 31st March, 2019. The members have also approved through Postal Ballot, the appointment of Mr. R Ramaraj (DIN:00090279) as Independent Director representing small shareholders of the Company, not liable to retire by rotation, to hold office for a period of three consecutive years from 1st April, 2014 to 31st March, 2017.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Separate Meeting of Independent Directors The Independent Directors met on 5th February, 2015 and 6th May, 2015 and evaluated the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company considering the views of other Directors. Further details are available in the Corporate Governance Report.

Woman Director

Mrs. Srilalitha Gopal (DIN: 02329790) is serving on the Board since the year 2011.

Key Managerial Personnel

Mr. K E Ranganathan (DIN 00058980), Managing Director and Ms. S Nagalakshmi, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company under the provisions of the Companies Act, 2013.

During the year the members have also approved the appointment of Mr. K E Ranganathan, as Managing Director of the Company.

Evaluation of the Board's performance

The Board has carried out an evaluation of its own performance, also that of its Directors individually and its Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

The Company has also devised a Policy on Board Diversity detailing the functional, strategic and structural diversity of the Board.

Remuneration Policy

The Company has adopted a Remuneration Policy of Directors and Senior Management personnel, detailing inter alia the procedure for Director's appointment and remuneration including criteria for determining qualification.

The Policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Policy has been approved by the Nomination and Remuneration Committee and the Board. The Remuneration Policy document as approved by the Board is uploaded on the Company Website www.tvs-e.in.

Statutory Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Registration No.004207S) retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to get re-appointed as the Statutory Auditors of the Company and has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013. In terms of the Listing Agreement, the Auditors vide their letter dated 29th April 2015 have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The members are requested to appoint M/s. Sundaram & Srinivasan, Chartered Accountants as Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting for the second year in the transitional period of three years and authorise the Board to fix their remuneration.

The Auditors' Report for the year ended 31st March 2015 are free from any qualification, reservation or adverse remark and hence do not call for any explanation or comments by the Board.

Internal Auditors

The Company has appointed M/s. Grant Thornton India LLP, as Internal Auditors for the year 2015-16. The reports of the Internal Auditors are discussed in the Audit Committee Meetings.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and Audits) Rules, 2014, printers manufactured by the Company and falling under the specified Central Excise Tariff Act heading are covered under the ambit of mandatory cost audits from the financial years commencing on or after 1st April 2015. The Audit Committee recommended and the Board of Directors appointed Mr. P Raju Iyer, Cost Accountant, Chennai as the Cost Auditor of the Company, to carry out the cost audit for 2015-16. The Company has also received the consent from Mr. P Raju Iyer for his appointment.

Secretarial Auditors and Secretarial Audit Report

The Company appointed M/s. S Krishnamurthy & Co., Practising Company Secretaries, Chennai to carry out Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year 31st March, 2015 is enclosed as Annexure C. The clarification to the observations in the Secretarial Audit Report are given below:

1. The Company has a Business Finance Controller, who is discharging the functions of Chief Financial Officer. However, the Company is in the process of identifying a suitable person for the position of Chief Financial Officer.

2. The delay in the publication of the Notice of Board Meeting is due to the intervening holidays.

3. The Company was awaiting clarifications in respect of providing certain particulars to file Annual Performance Report (APR) for the Company's SEZ unit for 31st March, 2014 and the same was filed immediately on receipt of the required clarifications.

The Board has appointed M/s. S Krishnamurthy & Co., Practising Company Secretaries, Chennai as the Secretarial Auditors for the financial year 2015-16. Necessary consent has been received from them to act as Secretarial Auditors.

Employee Stock Option Plan The current position of the Stock Options granted under Employees Stock Option Scheme 2011 are provided in this Report as Annexure D.

Credit Rating

During the year 2014-15 Brick Work Ratings of India Private Limited has upgraded the Company's Credit Rating to 'BBB'. The Company has informed the Stock Exchanges accordingly.

Transfer to Investor Education and Protection Fund The details of transfer to Investor Education and Protection Fund is provided in the Corporate Governance Report forming part of this Annual Report.

Particulars of Employees and related disclosures The particulars of the employees covered by the provisions of Section 197 (12) of Companies Act, 2013 and the rules thereunder forms part of this report. Other particulars pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a. Rule 5(1) (i) & (ii) Ratio and Percentage increase of Remuneration of Directors and Employees:

b. Rule 5(1) (iii) & (v) - Comparison of remuneration of Employees with Company performance:

d. The number of permanent employees on the rolls of the Company : 610

e. Variations in the market capitalization of the Company, Price Earnings Ratio of the Company as at the closing date as at 31st March 2015 and the previous financial year and percentage increase / decrease in the market quotations of the shares of the Company as compared to the rate at which the Company came out with last public offer:

The Company has not made any public offer till date, since its incorporation. Its shares were listed on Stock Exchanges due to a scheme of amalgamation of the erstwhile listed Company, namely TVS Electronics Limited sanctioned by the Hon'ble High Court of Madras vide its order dated 5th August, 2003.

f. Average percentile increase in the salaries of employees other than the managerial personnel during the year 2014-15 was 11.62% and for the managerial personnel was 8.34%.

g. The key parameters for any variable component of remuneration availed by the Directors: Except for Mr. K E Ranganathan, Managing Director, none of the other directors have been paid any remuneration except sitting fees. The key parameters with respect to the variable pay availed by Managing Director are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.

h. The ratio of remuneration of the highest paid Director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not applicable.

i. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

E-Waste Management

The Company is well ahead in terms of e-waste management compliance directed by Government of India with effect from 1st May, 2012. The Company has registered and authorized collection, storage and disposal centres in the required locations and has complied with the statutory requirements relating to E- Waste Management.

Report on energy conservation, foreign exchange and research and development

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



Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made a part of this Annual Report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement is attached to this Report.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 for the year ended 31st March, 2015.

Anti-Sexual Harassment Policy

The Company has in place an "Anti-Sexual Harassment Policy" in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, the Company has not received any complaint pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Awards and Recognitions

The Company has been awarded:

i) VAR India Award for Best Thermal Transfer Printer 2014

ii) VAR India Award for Best Mechanical Keyboard 2014

iii) VAR India Award for Best Retail POS 2014

iv) HTC After sales services Award 2014.

v) Sony Partnership Award 2014

vi) Microsoft (Nokia) Best All India Back end repair Engineer Award 2014

vii) DELL Delighting Customers Award 2014

Directors' Responsibility Statement As required by Section 134 (5) of the Companies Act, 2013 the Directors hereby state:

i) that in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed and that there were no material departures;

ii) that they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2015 and of the profits of the Company for the year under review;

iii) that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that they had prepared the annual accounts for the year ended 31st March, 2015 on a "going concern" basis;

v) that they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

vi) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers and its holding companies Sundaram Investment Limited and T.V.Sundram Iyengar & Sons Private Limited.

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

For and on behalf of the Board

Chennai Gopal Srinivasan

6th May, 2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors hereby present their Nineteenth Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2014.

Financial Results

The highlights of the financial performance of the Company are as follows :

(Rs. in Lakhs)

Year ended Year ended 31.03.2014 31.03.2013

Sales and other income 24,962 23,775

Earnings Before Interest & Tax (EBIT) 872 461

Profit/ (Loss) Before Tax (PBT) before exceptional items 130 (504)

Exceptional items 64 -

Profit / (Loss) Before Tax 66 (504)

Profit / (Loss) after Tax (PAT) 40 (801)

Add: Brought forward from previous year (72) (729)

Total available for appropriations (32) (72)

Surplus / (Deficit) in Statement of Profit and Loss (32) (72) Business results and key highlights of operations

For the year ended 31st March, 2014, the Company reported Sales Revenue and Other Income of Rs.249.62 Crores as against Rs.237.75 Cr in the previous year. Sales include Rs.69.34 Cr from Services business (Previous year Rs.44.75 Cr).

The overall Dot Matrix Printer (DMP) market continues to decline due to various factors. In spite of difficult market conditions, the Company maintained market share of 37%. The market shrunk by 10% year on year in terms of volume whereas our volumes declined by 21%. The 80 Column segment market share has grown by 3%. Though there was drop in revenue in DMP business, the Company compensated in the POS business to a greater extent.

The Company performed well on the "Point of Sales" (POS) and transaction management products registering a healthy growth of 25%. This was achieved by introduction of new products, reaching out to different customer segments and covering new geographies and providing unique solutions to the Customers.

Services business has recorded growth of 10% in revenue terms in spite of declining service calls from few of our customers. Servicetec added new brands like Lenovo and Samsung during the year. It also expanded its operations for walk-in customers for hTC brand providing repair of Smart Phones by opening additional 8 centres across key towns in India. This has helped grow the revenue and profitability in the overall Services business.

From the overall operational excellence perspective, the Company continues to drive aggressively the Total Quality and Cost Management initiatives with lean manufacturing principles to reduce variable and fixed costs continuously.

Growing the business

In the Products business, the growth will be driven by expanding the product range in the Point of Sale category and also launching contemporary products for customer segments like Retail outlets. There is a great scope for several innovative products in the payment and transaction processing segment for different applications. The Company is exploring several opportunities in these categories to grow the business. The Dot Matrix Printer category is expected to decline in the years ahead due to consumer shift towards thermal technology.

In the Services business, the Company is bullish on growing the business on the B2B model by being the Trusted Service Partner for well known brands in the PC and Mobile products category. Also, the Company is evaluating the opportunity present in extending its services offering directly to Customers. Having built good process and delivery capability, the Company is confident of growing the business by servicing the consumers directly. The Company is also positive in forging new tie-ups with several leading brands and manage their service needs of various product categories.

Awards and Recognitions

The Company has been awarded:

i) VAR India Award for Best Key Board (Mechanical) 2013.

ii) VAR India Award for Best POS - Indian Brand 2013.

iii) hTC Quietly Brilliant Customer Services Experience Award 2013.

iv) Nokia Amazing Everyday Award 2013.

Change in legal structure of the Holding Company

During the year, as part of the exercise to consolidate the holdings, M/s. TVS Investments Limited, the Holding Company of the Company transferred its entire holdings comprising of 1,09,58,264 Equity Shares of Rs.10/- each constituting 60.80%, in the Company to M/s. Sundaram Investment Limited, on 14th October 2013, under SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011. Consequent to this transfer, M/s. Sundaram Investment Limited, has become the Holding Company of the Company. The Companies have made necessary disclosures under SEBI and Stock Exchange Regulations.

Subsidiary Companies

As on 1st April, 2013, the Company had two Wholly Owned Subsidiaries viz. M/s. Prime Property Holdings Limited (PPHL) and M/s. Tumkur Property Holdings Limited (TPHL).

Since, TPHL had not been in any business operation since the date of incorporation and also did not propose to carry on any business activities, in future, TPHL applied to Registrar of Companies, Chennai, to strike off it''s name from the Register under the Fast Track Exit Mode, under Section 560 of the Companies Act, 1956. On 1st November, 2013, the Registrar of Companies approved the same and TPHL''s name had been struck off from the Register from 1st November, 2013.

Consolidated Accounts

The accounts of the subsidiary company, M/s. Prime Property Holdings Limited are consolidated with the accounts of the Company in accordance with Accounting Standard 21 (AS 21) prescribed by The Institute of Chartered Accountants of India. The consolidated accounts duly audited by the Statutory Auditors and the consolidated financial information form part of the Annual Report.

In terms of AS 21, Company is not required to consider the accounts of another subsidiary M/s. Tumkur Property Holdings Limited, as it''s name has been struck off from the Register under Section 560 of Companies Act, 1956, with effect from 1st November, 2013.

In accordance with the general exemption granted by the Central Government under Section 212 of the Companies Act, 1956 in February, 2011, the Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Report of the Auditors of the subsidiary company is not attached to the Balance Sheet of the Company.

The Annual Accounts of the Subsidiary Company and related detailed information will be available for inspection by the Shareholders at the Registered Office of the Company and the Subsidiary Companies concerned and will also be made available to the Shareholders upon request.

A Statement under Section 212 (1)(e) of the Companies Act, 1956 is also attached.

Dividend

Considering the current financial position of the Company, the Directors do not propose any dividend for the financial year ended 31st March, 2014.

Directors

Mr. K E Ranganathan was appointed as Additional Director at the Board meeting held on 5th February, 2014, with effect from 6th February 2014, to hold office till this Annual General Meeting. Mr. K E Ranganathan was also appointed as Managing Director for a period of three years from 6th February 2014. Mr. K E Ranganathan is a Chartered Accountant and Company Secretary with over 28 years of experience. He has held various senior positions in leading industrial groups, including as Managing Director of a leading business group. Mr. K E Ranganathan''s term of office as Additional Director is due to expire at the ensuing Annual General Meeting and is eligible for appointment as a Director, which will enable him to continue his tenure as Managing Director of the Company.

Mr. Balu Doraisamy, Director resigned from the Board of Directors of the Company effective from the close of 31st May, 2013. He was appointed as a Director in the year 2011 and Company has benefited by his valuable guidance and directions, particularly in terms of long term outlook for the growth of the Company. Directors place on record their deep sense of appreciation for the services rendered by Mr. Balu Doraisamy during his tenure.

During the year, Ministry of Corporate Affairs has notified various new provisions relating to the selection, manner of appointment, functions and duties of the Independent Directors. In terms of the provisions of Section 149 of the Companies Act, 2013, Independent Directors are eligible to hold office for a term upto five consecutive years and are eligible for the second term subject to passing of special resolutions by the Company. Independent Directors, so appointed, shall not be liable to retire by rotation under the Companies Act, 2013.

Mr. D Sundaram and Mr. H Lakshmanan, who were Independent Directors under Clause 49 of the Listing Agreement with the Stock Exchanges, are not Independent Directors under Section 149(6) of Companies Act, 2013 and also under the revised Clause 49 of the Listing Agreement which will come into force with effect from 1 st October, 2014.

Mr. Praveen Chakravarty, Mr. R Ramaraj and Mr. Kenneth Tai have satisfied the criteria of Independence under Section 149(6) of the Companies Act, 2013. Necessary resolutions are being placed before the shareholders at the ensuing Annual General Meeting seeking approval for the appointment of Mr. Praveen Chakravarty and Mr. Kenneth Tai for a term of upto five consecutive years from 1st April, 2014 to 31st March, 2019. Mr. R Ramaraj was appointed as the Small Shareholder Director under Section 151 of the Companies Act, 2013 by the Board of Directors and the approval of the shareholders will be sought under Section 110 of the Companies Act, 2013 through Postal Ballot.

The Nomination and Remuneration Committee has been entrusted with the task of identifying two Independent Directors to comply with the revised Clause 49 of the Listing Agreement.

Mrs. Srilalitha Gopal, Director under Section 149 of the Companies Act, 2013 and who had been serving on Board since the year 2011, retire by rotation at the ensuing Annual General Meeting of the Company in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offer herself for re-appointment.

The brief resume of Directors and other information have been detailed in the Notice convening the Annual General Meeting of the Company. Necessary resolutions are being placed before the members for approval. Board recommends their appointment / re-appointment as Directors of the Company.

Senior Management

During the year, Mr. J N Sastry, President and CEO, relinquished his position with effect from 30th November, 2013.

Ms. K Hema Rao and Mr. R Sridhar have been appointed as Managers under Section 269 of the Companies Act, 1956 with effect from 1st November, 2013. They relinquished their position as Managers from the close of 5th February, 2014. Necessary intimations have been made to the statutory authorities concerned.

Statutory Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Registration No.004207S) retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor.

Board has appointed M/s. S Krishnamurthy & Co., Practicing Company Secretaries, Chennai as Secretarial Auditors for the financial year 2014-15 and to attach their report to the Board''s Report.

Employee Stock Option Plan

During the year, 15000 stock options were granted under the Employees Stock Option Scheme 2011 (ESOP). These options were issued at Rs.10/- per Equity share and be allotted one Equity share of the Company of the nominal value of Rs.10/- per Equity Share on payment of exercise price during the exercise period.

Details of the options granted and options in force as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure "A" to this Report.

Listing of Shares issued on Preferential Basis

M/s. Tranzmute Business Advisory LLP, Mumbai (Tranzmute), have been allotted 3,50,000 warrants convertible into Equity Shares, on preferential basis, in the year 2011. On 2nd April, 2013, as per the terms of the Issue, Tranzmute has exercised the option to convert the entire warrants in to equal number of Equity Shares of Rs.10/- each at a premium of Rs.12.75 per share. Company had allotted 3,50,000 Equity Shares of Rs.10/- each to Tranzmute and the same has been listed in the Stock Exchanges in which the Company''s shares are listed.

Credit Rating

Company had obtained Investment grade credit rating from Brickwork Ratings India Private Limited, during the year 2012-13. The Company is taking necessary steps to renew the same.

Personnel

The particulars of the employees covered by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report and the accounts are being sent to all members excluding the statement containing the particulars of employees provided under Section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

E-Waste Management

The Company is well ahead in terms of e-waste management compliance directed by Government of India with effect from 1st May, 2012. The Company has taken steps to register with appropriate authorities for setting up "e-waste" collection centres in all the States. It is also tying up with vendors for e-waste disposal.

Report on energy conservation, foreign exchange and research and development

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure "B" to the Directors'' Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made a part of this Annual Report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the listing agreement is attached to this Report.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 for the year ended 31 st March, 2014.

Investments

The Company had an investment of Rs.1.19 Crores (11866 Units) in TVS Shriram Growth Fund (Fund) of which it had divested Rs.0.80 Crores (8000 units) during the year. The Company had earned a profit of Rs.0.04 Crores, out of this transaction.

Company had an investment of Rs.5 Lakhs comprising of 50,000 Equity Shares of Rs.10/- each in TPHL.Since, the net worth of TPHL had fully eroded due to accumulated losses, Company''s investment in TPHL to the extent of Rs.5 Lakhs had been fully diminished and already provided for in the books of accounts of the Company as on 31st March, 2013 and the same has been written off against the provision created during the year 31st March, 2014.

Directors'' Responsibility Statement

As required by Section 217(2AA) of the Companies Act, 1956, the Directors hereby state:

i) that in the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed and that there were no material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2014 and of the profits of the Company for the year under review;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts for the year ended 31st March, 2014 on "going concern" basis.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers and its holding companies Sundaram Investment Limited and T.V.Sundram Iyengar & Sons Limited.

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

For and on behalf of the Board

Chennai Gopal Srinivasan 8th May, 2014 Chairman

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Mar 31, 2013

The Directors hereby present their Eighteenth Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2013.

Financial Results

The highlights of the financial performance of the Company are as follows:

(Rs. in Lakhs)

Year ended Year ended Particulars 31st March, 31st March, 2013 2012

Sales and other income 23775 22036

Earnings Before Interest & Tax (EBIT) 461 820

Profit/(Loss) Before Tax (PBT) (504) 161

before exceptional items

Exceptional/Discontinuing Operations (21)

Profit / (Loss) Before Tax (504) 141

Profit / (Loss) after Tax (PAT) (801) 140

Add: Brought forward 729 589 from previous year

Add (Less): Tax relating earlier years

Total available for appropriations (72) 729

Surplus in Profit and Loss account (72) 729

Business results and key highlights of operations

For the year ended 31st March, 2013, the Company reported Sales Revenue and Other Income of Rs.237.75 Cr as against Rs.220.36 Cr in the previous year. Sales include Rs.44.75 Cr from Services business (previous year Rs.23.33 Cr for six months).

The Company continues to grow in the "Point of Sale and Transaction Management Products" business consisting of Receipt and Invoice Printers, Label Printers, Bar Code Scanners, and accessories. About 15% growth has been seen as compared to previous year in this category. In terms of Go-to-market approach, the Company has evolved more direct customer engagement to grow its business.

The overall Dot Matrix Printer (DMP) market shrunk by 23% year on year in terms of volume and 17% in value and the Company managed to gain market share from competitors and thus increased its market share from 34% to 39% even under difficult market conditions.

Services business has shown healthy growth of 19% in the current year over the previous year. It added 4 new clients to the customer base. It also expanded its operations for walk-in customers providing repair of Smart Phones, which resulted in increased volumes by more than 50% over the planned volumes. Correspondingly, revenues from this business grew during the 2nd half of the financial year.

However, some of the healthy revenue generating brands are slowing down in business volumes and hence profitability is under pressure.

From the overall operational excellence perspective, the Company continues to drive aggressively the Total Quality and Cost Management initiatives with lean manufacturing principles to reduce variable and fixed costs continuously.

Growing the business

The Board of Directors of the Company in their Report for the Year 2011-12 had articulated the Industry Outlook, emerging trends in the Industry and key initiatives taken by the Company to move into a higher growth trajectory.

During the early part of 2013-14, , the Company will be embarking on Sales Transformation and optimisation, Re-engineering Services Business and transforming its proven Manufacturing and Supply Chain capability into a business unit. In addition, the Company plans to build and evolve a Solutions Line of Business (LOB) under the Products Business Unit, which will be structured based on Industry verticals such as Banking and Financial Services, Hospitality, Healthcare and Retail areas. In approaching customers in these areas, Company will build partnerships with appropriate software vendors for each vertical.

Services business will continue its focus on acquiring new customers in the B2B, B2O and B2C spaces.

Awards and Recognitions

The Company has been awarded:

i) VAR India Award for Best Key Board (Mechanical) 2012

ii) VAR India Award for Best POS – Indian Brand 2012

iii) CELLIT Awards 2012 – Favorite POS Printer brand

iv) Best Partner Award for DELL for Field Services 2012.

v) HTC Quietly Brilliant Customer Services Experience Award 2013.

vi) Nokia Amazing Everyday Award 2013.

Change in legal structure of the Holding Company

Pursuant to the "Composite Scheme of Arrangement" sanctioned by Hon''ble High Court of Judicature at Madras, vide their Order dt. 3rd August, 2012, M/s. TVS Investments Ltd (TVSI) which has been the Holding Company of the Company (holding 60.69%ason 31st March, 2013) has become a wholly owned subsidiary of M/s. Sundaram Investments Ltd (SIL).

Accordingly, the Company has become an indirect Subsidiary of SIL as per Section 4(1)(c) of the Companies Act, 1956 from the effective date viz., 21st August, 2012.

However, there is no change in the status of holding of TVSI over the Company before and after the said Scheme. The Company continues to be a subsidiary of TVS Investments Limited.

Subsidiary Companies

The Company has two subsidiaries viz. Prime Property Holdings Limited and Tumkur Property Holdings Limited.

Company has an investment of Rs.5 Lakhs comprising of 50,000 Equity Shares of Rs.10/- each in M/s. Tumkur Property Holdings Limited (TPHL). Since, the networth of TPHL had fully eroded due to accumulated losses, as on 31st March, 2013, Company''s investment in TPHL to the extent of Rs.5 Lakhs had been fully diminished and provided for in the books of accounts of the Company as on 31st March 2013.

Consolidated Accounts

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with Accounting Standard 21 (AS 21) prescribed by The Institute of Chartered Accountants of India. The consolidated accounts duly audited by the Statutory Auditors and the consolidated financial information form part of the Annual Report.

In accordance with the general exemption granted by the Central Government under Section 212(8) of the Companies Act, 1956 in February, 2011, the Balance Sheet, Statement of Profit and Loss , Report of the Board of Directors and Report of the Auditors of the subsidiary companies are not attached to the Balance Sheet of the Company.

The Annual Accounts of the subsidiary companies and related detailed information will be available for inspection by the Shareholders at the Registered Offices of the Company and the Subsidiary Companies concerned and will also be made available to the Shareholders upon request.

Dividend

Considering the current financial position of the Company, the Directors do not propose any dividend for the financial year ended 31st March, 2013.

Directors

Mr. Balu Doraisamy, Director has expressed his desire to resign from the Board of Directors of the Company effective from the close of 31st May, 2013. He was appointed as a Director in the year 2011 and the Company was benefited by his valuable guidance and directions, particularly in terms of long term outlook for the growth of the Company. Directors place on record their deep sense of appreciation for the service rendered by Mr. Balu Doraisamy during his tenure.

Mr. R. Ramaraj and Mr. Kenneth Tai, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resume of these Directors and other information have been detailed in the notice convening the Annual General Meeting of the Company. Necessary resolutions are being placed before the members for approval.

The Directors recommend their re-appointment as Directors of the Company.

Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Registration No.004207S) retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Employee Stock Option Plan

Out of 2,15,000 options issued under the Employee Stock Option Scheme (ESOP) in 2011, 2,00,000 options have lapsed. 15,000 options were still in force. These Options were issued at Rs.10/- per Equity Share and be allotted one Equity Share of the Company of the nominal value of Rs.10/- per Equity Share on payment of exercise price during the exercise period.

Details of the options granted and options in force as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure "A" to this Report.

Conversion of Warrants

M/s. Tranzmute Business Advisory LLP, Mumbai (Tranzmute), have been allotted 3,50,000 warrants convertible into Equity Shares, on preferential basis, in the year 2011. On 2nd April, 2013, as per the terms of the Issue, Tranzmute has exercised the option to convert the entire warrants in to equal number of Equity Shares of Rs.10/- each at a premium of Rs.12.75 per share. As on date of this Report, Company allotted 3,50,000 Equity Shares of Rs.10/- each to Tranzmute and the formal listing applications are being made to Stock Exchanges in which the Company''s shares are listed.

Credit Rating

During the year, the Company had obtained Investment grade credit rating from Brickwork Ratings India Private Limited. This would enable the Company to obtain more favourable terms from bankers.

Personnel

The particulars of the employees covered by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is set out in Annexure "C" to this report.

E-Waste Management

The Company is well ahead in terms of e-Waste management compliance directed by Government of India with effect from 1st May 2012. The Company has taken steps to register with appropriate authorities for setting up "e-waste" collection centres in all the States. It is also tying up with vendors for e-waste disposal.

Report on energy conservation, foreign exchange and research and development

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure "B" to the Directors'' Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made a part of this Annual Report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the listing agreement is attached to this Report.

Public Deposits

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 for the year ended 31st March, 2013.

Investments

The Company had an investment of Rs.7.10 Crores in TVS Shriram Growth Fund (Fund) of which it had divested Rs. 5.70 Crores during the year. Further the Company also redeemed investments of Rs.0.22 Crores during the year. In both the transactions, the Company earned a profit of Rs.0.44 Crores.

Directors'' Responsibility Statement

As required by Section 217(2AA) of the Companies Act, 1956, the Directors hereby state:

i) that in the preparation of the annual accounts, 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2013 and of the loss of the Company for that period;

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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts for the year ended 31st March, 2013 on a "going concern" basis.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers and its holding companies viz.,TVS Investments Limited, Sundaram Investment Limited and TVSundram Iyengar & Sons Limited.

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

For and on behalf of the Board

Chennai Gopal Srinivasan

20th May, 2013 Chairman

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Mar 31, 2012

The Directors hereby present their Seventeenth Annual Report on the business and operations of the Company and the financial accounts for the year ended 3181 March, 2012.

Financial Results

The highlights of the financial performance of the Company are as follows: (Rs. in Lakhs)

Year ended Year ended ParticulaRs 31st March, 31st March,

2012 2011

Sales and other income 22,036 18,361

Earnings Before Interest & Tax (EBIT) 820 774

Profit/(Loss) Before Tax (PBT) before exceptional items 161 151

Exceptional Items (21) (62)

Profit / (Loss) Before Tax 141 89

Loss from Discontinuing Operations - (25)

Profit /(Loss) after Tax (PAT) 140 154

Add: Brought forward from previous year 589 435

Total available for appropriations 729 589

Surplus in Profit and Loss account 729 589

Business results and key highlights of operations

For the year ended 31st March, 2012, the Company reported Sales Revenue and Other Income of Rs.220 Cr as against Rs.184 Cr in the previous year. Sales include Rs.23.33 Cr from Services business taken over from TVS-E Servicetec Ltd effective 1st October 2011.

The Company has in the last two years significantly improved its presence in the "Point of Sale and Transaction Management Products" business consisting of Receipt and Invoice Printers, Label Printers, Bar Code Scanners, POS systems & terminals (Cash Registers), Key Board and accessories. Significant growth has been seen as compared to previous year in this category. On Point of Sale and Transaction Management products and solutions, the Company has evolved more direct customer engagement to grow its business.

During the second half of the year, the Company increased focus on Channel Engagement and Service improvement for its customer base, which has shown results better than the first half of the year.

The overall Dot Matrix Printer (DMP) market shrunk between 3-4% in the year both in terms of volume and value. Going forward, the Company believes that there should be increased focus on revenue mix and supplies business.

Due to sustained focus on cost and cash management exercise, the Earnings before Interest and Tax (EBIT) for the year improved to Rs.8.20 Cr as against Rs.7.74 Cr in previous year.

The Company has over the years built internal capability for extensive customization and standardization of the products to suit diverse and demanding Indian conditions. The Company has also built robust Service and Support infrastructure as a key differentiator for driving growth. The Company has made substantial progress as a key hardware provider for the Point of Sale market segment.

From the overall operational excellence perspective, the Company continues to drive aggressively the Total Quality and Cost Management initiatives with lean manufacturing principles to reduce variable and fixed costs continuously.

Growing the business

The Board of Directors of the Company in their Report for the Year 2010-11 had articulated the Industry Outlook, emerging trends in the Industry and key initiatives taken by the Company to move into a higher growth trajectory. The Company has taken initiatives as part of its growth strategy to provide more effective and relevant products appropriate for the customers with a view to grow the Company and extending its activities to encompass the Transaction and Authentication businesses as part of the growth strategy.

Around this strategy, the Company proposes to build additional products to expand market for the payment industry along with improvements to Transaction and Authentication Products. This transformation process is being carried out under the guidance of Strategic Advisors who form a part of the Transformation Steering Group.

The proposal envisages building more comprehensive and competitive product offering and matching services capabilities for customers in the Banking and Financial Services, Hospitality, Healthcare and Retail segments. In support of this growth strategy, the Company have acquired the Services business from TVS-E Servicetec Ltd. TVS-E Servicetec Ltd is an established player in providing warranty management, AMC and other repair services. Their client list includes leading brand owners in IT, Banking, Telecom and other corporate customers. During the past 5 years, they had built an excellent and sustainable business with leading brand owners in these segments and have also built robust infrastructure consisting of

- Technology platform, customer relationship and management applications to handle large call volumes and remote diagnostics

- Partner network across India with over 200 Authorized Service Partners.

- Qualified and experienced human resources, which will benefit the Buyer in its other business initiatives.

- Repair factory, Repair centres, Call centre & Warehouses.

- Expertise in managing the business of Services and a wealth of experience and knowledge acquired in managing the customer's requirements.

The above acquisition, in addition to its current business, brings in value addition by means of its strategic fit. This will bring synergy towards Cost management with integrated common services.

This acquisition not only provides incremental top line to the Company but also delivers sustainable profit margins consistent with the industry trends. In addition the following benefits and value creation are likely to accrue to the Company:

- Better placement for getting qualified in tenders

- Additonal AMC and supplies revenue from the TVSE customers (post warranty)

- Expansion of Services business with new customer brands

- Cross functional cost optimisation from the integration.

The above acquisition in addition to its current business brings in value addition by means of its strategic fit and the Company is closely working on the growth with a leading Strategic Advisor in this regard to implement the growth strategies.

The Company is confident that all these initiatives will yield the desired results that will provide value to the shareholders who continue to maintain their trust in us. The Company will sustain its efforts to deliver improved results coming from initiatives such as

- Increased penetration in to the Point of Sale market

- Transforming sales to match with the product categories

- Strengthening existing product portfolio

- Introducing new products for payment industry (Micro ATMs/financial inclusion).

Awards and Recognitions

The Company has been awarded:

i) VAR India Award for Best Key Board (Mechanical) 2011

ii) VAR India Award for Best POS - Indian Brand 2011

iii) DELL Best Partner Award for Field Services 2012

Subsidiary Companies

The Company has two subsidiaries viz., Prime Property Holdings Limited and Tumkur Property Holdings Limited.

Consolidated Accounts

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with Accounting Standard 21 (AS 21) prescribed by The Institute of Chartered Accountants of India. The consolidated accounts duly audited by the Statutory Auditors and the consolidated financial information form part of the Annual Report.

In accordance with the general exemption granted by the Central Government under Section 212(8) of the Companies Act, 1956 in February, 2011, the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the subsidiary companies are not attached to the Balance Sheet of the Company.

The Annual Accounts of the subsidiary companies and related detailed information will be available for inspection by the Shareholders at the Registered Offices of the Company and the subsidiary companies concerned and will also be made available to the Shareholders upon request.

Dividend

Considering the current financial position of the Company and with a view to conserve the resources, the Directors do not propose any dividend for the financial year ended 31st March, 2012.

Directors

After a long years of association with the Company, Mr. S R Vijayakar, Mr. R R Nair and Dr. Sridhar Mitta, Directors, resigned from the Board of Directors with effect from 2nd February, 2012. The Company was immensely benefited by their wise counsel and direction during its journey since inception. In line with the transformation of the business of the Company, the Board of Directors decided to broad base the Board to take the Company to the next level of growth. In this connection, Mr Balu Doraisamy, Mr Praveen Chakravarty and Mrs Srilalitha Gopal were inducted in to the Board of Directors.

During the year, Mr. Balu Doraisamy was appointed as an Additional Director on 27th May, 2011. The Shareholders have approved his appointment as a Director at the Sixteenth Annual General Meeting held on 21s1 September, 2011.

Mr. Praveen Chakravarty and Mrs. Srilalitha Gopal have been appointed as Additional Directors on 10^ November, 2011. In accordance with the provisions of Section 260 of the Companies Act, 1956, they will hold office up to the date of the ensuing Annual General Meeting of the Company. Notice under Section 257 of the Companies Act, 1956 has been received from a Member proposing their candidature for the office of Director.

Mr. D Sundaram and Mr. H Lakshmanan, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Necessary resolutions are being placed before the members for approval.

Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Registration No.004207S) retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Employee Stock Option Plan

2,11,000 options were issued at Rs.70 per share to the eligible employees of the Company under the Employees Stock Option Scheme (ESOP) in 2003 fully lapsed on 31st March, 2012. No fresh ESOP options have been issued during the financial year ended 31s1 March, 2012. Details of the options granted and options in force as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure "A" to this Report.

Recognising the fact that human resources are key to growth of the organization and as per the policy of rewarding the employees, the Company approached the shareholders and obtained their approval to institute and Employee Stock Option Scheme (ESOP Scheme 2011) for grant of Equity Stock Options convertible to equal number of Equity Shares of Rs.10 each of the Company (Options) not exceeding an aggregate of 17,65,000 options constituting about 10% of the paid up equity share capital of the Company as on 31st March, 2011.

Personnel

There were no employees covered by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended vide Notification No. GSR 289(E) dated 31st March, 2012.

E-Waste Management

The Company is well ahead in terms of e Waste management compliance directed by Government of India with effect from 1st May, 2012.

Report on energy conservation, foreign exchange and research and development

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure "C" to the Directors' Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made a part of this Annual Report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the listing agreement is attached to this Report.

Public Deposits

The Company has not accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 for the year ended 31s1 March, 2012.

Investments

The Company during the year made additional investment of Rs.10.50 Crores for the fourth and final call in respect of its commitment to TVS Shriram Growth Fund -1 (Fund). With this the total commitment of Rs.35Cr was fully paid by the Company. During the year the Company received Rs.0.90Cr as redemption proceeds from the Fund. During the year, the Company as part of its acquisition of Services business from TVS-E Servicetec Limited, paid part of the consideration in kind by transferring 2,70,000 units of the Fund at Face Value of Rs.1000 each at par. This reduced its investments in the Fund to Rs.7.10 Cr and improved its capital employed in the form of core business assets.

Directors' Responsibility Statement

As required by Section 217(2AA) of the Companies Act, 1956, the Directors hereby state:

i) that in the preparation of the annual accounts, 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year (namely 31st March, 2012) and of the profit of the Company for that period;

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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts for the year ended 31slMarch, 2012 on a "going concern" basis.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, business partners, bankers and the Company's holding companies viz., TVS Investments Limited, Sundaram -Clayton Limited and T.V.Sundram Iyengar & Sons Limited.

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

For and on behalf of the Board

Chennai Gopal Srinivasan

3rd May, 2012 Chairman

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Mar 31, 2011

TO THE MEMBERS,

The Directors hereby present their sixteenth annual report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2011.

Financial Results

The highlights of the financial performance of the Company are as follows:

Rs. in Lakhs

Particulars Year ended Year ended 31st March, 31st March, 2011 2010

Sales and other income 18,301 19,447

Earnings Before Interest & Tax (EBIT) 668 292

Profit/ (Loss) Before Tax (PBT) before extraordinary items 151 (429)

Exceptional items (87) (75)

Profit / (Loss) Before Tax 64 (504)

Tax Expense (90) (18)

Profit / (Loss) after Tax (PAT) 154 (486)

Add : Profit Brought forward from previous year 435 778

Add (Less): Tax relating to earlier years - 143

Total available for appropriations 589 435

Surplus Profit Carried forward 589 435

Business results and key highlights of operations

For the year ended 31st March, 2011, the Company reported Sales Revenues and Other Income of Rs.183 Cr as against Rs.194 Cr in the previous year.

The overall Dot Matrix Printer (DMP) market was flat but recovered in the second half of the year both in terms of volume and value. Within the DMP category, the small format printer has picked up additional volume due to growth in Retail applications. The lower revenue was primarily due to postponement of purchases in the Banking, Insurance and Government segments. In an effort to build better value mix and avoid negative options, the Company consciously stayed away from certain contracts. However, there was significant growth in the Point of Sale and Transaction products. The Company also rationalized some low value products like membrane keyboards thereby improving the overall product margins.

Due to sustained focus on cost and cash management exercise, the Earnings before Interest and Tax (EBIT) for the year improved significantly to Rs.6.68 Cr as against Rs.2.92 Cr in previous year and PAT improved to Rs.1.54 Cr against (-) Rs.4.86 Cr in the previous year. The Company has in the last two years significantly improved its presence in the "Point of Sale and Transaction Management Products" business consisting of Receipt and Invoice Printers, Label Printers, Bar Code Scanners, POS systems & terminals (Cash Registers), Key Board and accessories. Significant growth has been seen (65%) as compared to previous year in this category. The Company continues to focus on customer needs by continuous and extensive engagement with them. Cadence of new products launch is an integral part of our growth strategy. Towards this the Company has over the last two years strengthened its technology partnership with key global majors to get best in class and cutting edge products for Indian customers.

The Company has over the years built internal capability for extensive customization and standardization of the products to suit diverse and demanding Indian conditions. The Company has also built robust

Service and Support infrastructure as a key differentiator for driving growth. The Company is positioning itself as a 'one stop shop' for its customers offering end to end Products & Solutions and Support in the domain of Point of Sale and Transaction.

From the overall operational excellence perspective, the Company continues to drive aggressively the Total Quality and Cost Management initiatives with lean manufacturing principles to reduce variable and fixed costs continuously.

The Company sustained its aggressive focus on "Cash" and reducing working capital by effective receivables and inventory management actions. This Company - wide initiative helped to improve the operating cash flow very significantly in the year under review.

On Point of Sale and Transaction Management products and solutions, the Company has evolved more direct customer engagement to grow its business. The Company has also extended its presence covering larger and growing territories across India.

Awards and Recognitions

During the year, the Company has been awarded:

I) NCN Award for Best POS Solution 2010

ii) VAR India Award for Best Key Board (Mechanical) 2010

iii) VAR India Award for Best POS – Indian Brand 2010

Subsidiary Companies

The Company has two subsidiaries viz. Prime Property Holdings Limited, Chennai and Tumkur Property Holdings Limited, Chennai .

The subsidiaries continue to explore opportunities for development of their business.

Consolidated Accounts

The accounts of the subsidiaries are consolidated with the accounts of the Company in accordance with Accounting Standard 21 (AS 21) prescribed by The Institute of Chartered Accountants of India. The consolidated accounts duly audited by the Statutory Auditors form part of the Annual Report.

In accordance with the general exemption granted by the Central Government under Section 212(8) of the Companies Act, 1956 in February, 2011, the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the subsidiary companies are not attached to the Balance Sheet of the Company.

The Annual Accounts of the subsidiary companies and related detailed information will be available for inspection by the Shareholders at the Registered Offices of the Company and its subsidiaries concerned and will also be made available to the Shareholders upon request.

Dividend

Considering the current financial position of the Company, the Directors regret their inability to recommend any dividend for the financial year ended 31st March, 2011.

Directors

Mr. Kenneth Tai was appointed as an Additional Director on 29th July, 2010. The Shareholders have approved his appointment as a Director at the Fifteenth Annual General Meeting held on 6th September, 2010.

At the Board meeting held on 24th April, 2010 Mr. S S Raman, Whole time Director, was appointed as Managing Director of the Company from 1st April, 2010 to 30th April, 2012. The Shareholders have approved his appointment as Managing Director at the Fifteenth Annual General Meeting held on 6th September, 2010.

Mr. Balu Doraisamy has been appointed as Additional Director on 27th May, 2011. In accordance with the provisions of Section 260 of the Companies Act, 1956, he will hold office up to the date of the ensuing Annual General Meeting of the Company. Notice under Section 257 of the Companies Act, 1956 has been received from a Member proposing his candidature for the office of Director.

Mr. S R Vijayakar and Dr. Sridhar Mitta, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Necessary resolutions are being placed before the members for approval.

Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Registration No.004207S) retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Employee Stock Option Plan

Out of the total obligation of 2,11,000 options issued to the eligible employees of the Company under the Employees Stock Option Scheme (ESOP) in 2003, 2,10,000 options have lapsed. 1,000 stock options are still in force as on 31st March, 2011. These options were issued at the rate of Rs.70 per share and entitle the holder thereof to apply for and be allotted one equity share of the Company of the nominal value of Rs.10/- each on payment of the exercise price during the exercise period. No fresh ESOP options have been issued during the financial year ended 31st March, 2011.

Details of the options granted and options in force as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure "A" to this Report.

Personnel

There were no employees covered by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended vide Notification No. GSR 289(E) dated 31st March, 2011.

E-Waste Management

The Company continues its initiatives in E-Waste management for safe recycling of waste generated in manufacturing and to address the E-Waste on end to end basis.

Report on Energy Conservation and R & D activities

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are given in Annexure "B" to the Directors' Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made a part of this Annual Report.

A Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement is attached to this Report.

Public Deposits

The Company has not accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 for the year ended 31st March, 2011.

Directors' Responsibility Statement

As required by Section 217(2AA) of the Companies Act, 1956, the Directors hereby state:

i) that in the preparation of the annual accounts, 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year (namely 31st March, 2011) and of the profit of the Company for that period;

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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts for the year ended 31st March, 2011 on a "going concern" basis.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the committed service of all the employees.

The Directors would also like to express their grateful appreciation fo the assistance and co-operation received from the Customers, Dealer Partners, Business Partners, Bankers and its Holding Companies TVS Investments Limited, Sundaram-Clayton Limited and T.V.Sundram Iyengar & Sons Limited.

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

For and on behalf of the Board

Gopal Srinivasan Chairman Chennai 27th May, 2011

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Mar 31, 2010

The Directors hereby present their fifteenth annual report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The highlights of the financial performance of the Company are as follows:

(Rs. in lakhs)

Particulars Year ended Year ended

31st March,2010 31st March,2009

Sales and other income 19,447 19,540

Earnings Before Interest & Tax (EBIT) 218 (26)

Profit / (Loss) Before Tax (PBT)

before extraordinary items (504) (549)

Income from Extraordinary Items (Net) - (10)

Profit /(Loss) Before Tax (504) (559)

Profit /(Loss) After Tax (PAT) (486) (631)

Add: Profit brought forward from previous year 778 1,549

Add / (Less): Tax relating to earlier years 143 (140)

Total available for appropriations 435 778

Surplus in Profit and Loss account 435 778



Business results and key highlights of operations:

During the year ended 31st March 10, the Company reported Sales Revenues of Rs.190.4 Cr., at the same level as that of previous year (2008-09). However due to focused cost management exercise, the Earnings Before Interest and Tax (EBIT) for the year improved to Rs.2.18 Cr as against reported loss of Rs.0.26 Cr (Previous year).

The Dot Matrix Printer (DMP) sales recovered in the second half of the year both in volume and value terms. Within DMP, Small format printer picked up growth during the second half of the year. While some parts of DMP were under pressure due to lower demand and application migration, the Company registered better growth in Enterprise and Government segments gaining in volume and value. The Supplies business of DMP also recorded growth with focus on installed base including key accounts.

The Companys Point of Sale (POS) products business consisting of peripherals, printers and devices achieved a significant growth momentum and grew substantially as compared to previous year. The Company continues to focus on fulfillment of customer needs by continuous and extensive engagement with customers resulting in launch of Scanners and Thermal Mini Printers in the market. New products launch is a key part of the POS growth strategy and as a key enabler, the Company has also prioritized on leveraging its Service and Support infrastructure as key differentiator for driving growth. The Company believes that POS business offers significant growth opportunity for building long term value especially in the context of DMP business having limited scope for growth. Launch of new products will continue to be focused upon.

Overall profitability of the Company in terms of EBIT margins improved from negative 0.3% to 1.1%. This was possible due to aggressive Total Cost Management initiatives and the focus on product mix improvements. The Company continues to drive manufacturing excellence and cost management initiatives to reduce variable and fixed costs. Some of the cost management initiatives like relocation of office facility and consequent reduction in rentals and establishment cost, consolidation of national distribution, energy conservation measures and improved productivity helped the Company to reduce its costs.

The Company also continued its focus on reducing working capital by effective receivables management resulting in reduction of over dues. The Company has initiated many measures to reduce the level of inventory holdings spread across components and finished goods.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Clause 49 of the Listing Agreement, a detailed Report on Management Discussions and Analysis is given below:

A. The Industry and Trends:

The first half of the year 2009-10 witnessed depressed sentiment in the desktop PCs (Personal Computer) market resulting in PC sales growing only by 7% in the first half of the year. This is primarily attributable to conservative IT spends in notable sectors like BPO/IT-enabled services and retail. Overall printer sales also registered 12% decline during the first half of 2009-10 of which DMP sales recorded 17% decline due to intense competition and due to migration of applications. Within DMP, consumption by household segment declined sharply by 65% while in the business segment it was at 14%. The only exception has been in Government and Banking Sectors which continue to register growth in consumption due to increased budget allocation for Sectors like Education, Infrastructure, Utilities and Healthcare. In the second half of the year, the overall spends including on DMP increased resulting in recovery in both volumes and values.

It is expected that the Transaction printing will grow at a healthy rate driven by high investments in retail automation and expansion of core banking solutions by all the major banks. Government expenditure in 2010-11 is expected to be higher than 2009-10. No slow down is expected in IT spending by Government in E-Governance Initiatives, Public Sector Undertakings, Banking, Insurance and Finance and Retail segments.

Stability in policy frame-work both at the centre and the states is critical for sustenance and growth of business. Though overall sentiment for IT Hardware business remains sluggish, sectors like Retail, Manufacturing and Hospitality are expected to accelerate their IT spends given their focus to increase their products and services penetration into Heart of India. Small format or Mini printers (less than 10") are likely to play a key role in this growth phase.

Growth of retail and increased IT spend by the industry offers opportunity for the Company in the POS product category and solutions space in Banking and E-governance areas. There are more than 15 Million unorganized shops and establishments in the country that need digitization. Consistent with the Companys theme of Taking IT to the Heart of India the Company believes

that the customers prefer products that operate in humid and dusty environment with lowest cost of ownership and yet provide ease of operation and capability in Indian languages. With an enviable market reach as an advantage, the Company has introduced "Indi POS" range of products that not only meet the needs of customer but provide cost effective support.

B. Business Risks & Opportunities

Growth potential in DMP category is limited as transaction printing applications are getting migrated to alternative technologies like Laser and Thermal. Our Company intends to counter this through the following strategic initiatives :- - To sustain and lengthen the life of the DMP category the Company delivers value to its customers in this segment by offering continuous improvements to the products. The Supply chain and Technology teams support this process through many value engineering projects. Continuous quality improvement programs are in place at both manufacturing and supplier locations to reduce Service Incident Rates (SIR) and failure rates. Re-audit and re-certification of manufacturing processes, both in-house and at supplier-end, are regularly carried out to bring out corrective action as well as changes in a proactive way.

- To drive demand generation for the Companys products through effective engagement with its Channel partners, the Company has launched its "Sanskriti" program enabling the Company to connect and communicate with partners effectively.

- Building on successes of cost management in the current year, organization-wide engagement in various Total Cost Management initiatives is being sustained to provide long term cost advantage.

- POS domain has high potential to grow with large stakes and investments taking place in the Indian retail landscape. With the proposed introduction of GST (Goods and Services Tax), the demand for POS billing and printing products and services is set to grow rapidly in the next few years. The Company is making appropriate investments in high quality products and service capabilities to exploit these growing opportunities. The Company has entered into strategic relationships with core technology leaders in Taiwan and Korea to offer cutting edge products covering POS printing, automatic identification devices (bar coding), POS Terminals, Systems etc. The Companys "Indi POS" range of products is being expanded to provide one stop shop for meeting Retail IT needs of all small format shops and establishments.

- On the Sales and Service organization for both DMP and POS, the Company has initiated steps to revamp its existing Service network and Parts management processes thus improving the service deliverables to customers. The Company is in advanced stage of implementing SAP-CRM (Customer Relationship Management) module to improve warranty service levels and customer satisfaction. The CRM module will also provide better parts management capability to the Company. In the POS business, integrated sales and service architecture is being created to provide differentiation in Service and Customer Support to its customers including enterprise and retail.

C. Internal Control Systems and Risk Management

The Company has appointed M/s. V. Sankar Aiyar & Co. as its internal auditors. The Audit Committee of the Board reviews the findings and recommendations of the internal audit reports periodically. The Company follows the policy of fully hedging forex risk on its imports by taking full cover. During the year, the Company has embarked on the identification of key risks and safe guards as a part of risk assessment and management framework. A Risk management frame work has been prepared covering business, operational and financial risks.

D. Business Planning and Information Technology

The Company leverages its IT investment to drive robust business planning processes. The Company benefits from the SAP system especially with shortened planning cycles helping the Company to align to the requirements of market and customers.

E. Human Resource Development

Performance and Leadership are the corner stones for HR in the Organization. Significant investment year-after-year is made on people through extensive training & development programs. Good amount of resources have been invested to drive and embrace Change management processes across the Organization to create performance and growth focus. The overall performance management processes supported by our talent management programs now cover the entire organization and are constantly being reviewed for their effectiveness. The Company has invested well in SAP IT system covering HR processes with significant benefits. Induction of fresh talent from recognised Universities and Colleges at various levels remains an important theme. Training inputs include periodic interaction with domain experts particularly in the areas of HR and Total Quality Management.

F. Safety

Safety of products to customers and safe manufacturing practices are both critical parts of our value system. Training and audits are conducted frequently during the

year. The Company maintains consistent track record in terms of zero reportable accidents in the factories for several years now.

G. Corporate Social Responsibility

The Company is actively engaged in social welfare activities. These include eye camps, health checks for under privileged, blood donation camps and rehabilitation programs in villages. The Company provides scholarships to meritorious students who lack economic means to take care of basic and higher education.

Some of the specific programs carried out during the year were

- Provision of potable water for students in Rampur village near the Companys manufacturing facility at Uttranchal.

- Eye camps for the school children in Tumkur, Karnataka benefiting many.

- Regular Blood donation camps at Companys facilities with very good response from participants/employees.

Subsidiary Companies

Prime Property Holdings Ltd, one of the wholly owned subsidiaries of the Company sold part of its property at Chennai and has paid back the Company Rs.9 Cr towards part consideration.

Tumkur Property Holdings Ltd, the other wholly owned subsidiary did not have any operations during the year.

Dividend

Considering the current financial position of the Company, the Directors regret their inability to recommend any dividend for the financial year ended 31st March, 2010.

Directors

Mr. D Sundaram was appointed as an Additional Director on 30th July, 2009. The shareholders approved his appointment as Director at the Annual General Meeting held on 4th September, 2009.

Mr. Kenneth Tai was appointed as an Additional Director on 29th July 2010. He will be holding office till the conclusion of the ensuing Annual General Meeting.

Notice under section 257 of the Companies Act, 1956 proposing his candidature for the office of the Director has been received by the Company and suitable resolution will be placed at the Annual General Meeting for appointment.

Mr. S S Raman was appointed as the Whole time Director of the Company pursuant to Sections 269, 309 and 314 read with Schedule XIII of the Companies Act, 1956, for a period of three years without any remuneration effective 1st May, 2009 and the same was approved by the Shareholders at the Annual General Meeting held on 4th September, 2009. At the Board meeting held on 24th April, 2010 Mr. S S Raman, Whole time Director was appointed as Managing Director of the Company from 1st April, 2010 to 30th April, 2012. The appointment and the remuneration payable to him is subject to the approval of the shareholders in a general meeting.

Mr. R Ramaraj and Mr. H Lakshmanan, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolutions are being placed before the members for approval.

Auditors

M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Registration No. 004207S) retire at the ensuing Annual General Meeting and are eligible for reappointment.

Employee Stock Option Plan

Out of the total obligation of 2,11,000 options issued to the eligible employees of the Company under the Employees Stock Option Scheme (ESOP) in 2003, 1,85,500 options lapsed. 25,500 stock options are still in force as on March 31, 2010 and these options were issued at the rate of Rs.70 per share and entitles the holder thereof to apply for and be allotted one equity share of the Company of the nominal value of Rs.10/-each on payment of the exercise price during the exercise period. No fresh ESOP options have been issued during the financial year ended 31st March, 2010.

Details of the options granted and options in force as required under Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are set out in Annexure "A" to this Report.

Personnel

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure "B" to the Directors Report.



E-Waste Management

Company has taken up initiatives on E-Waste management for safe recycling of waste generated in manufacturing and further measures are planned to address the E-Waste on end to end basis.

Report on Energy Conservation and R & D activities Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the Company in accordance with the provisions of Sec. 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in the report of Board of

Directors) Rules 1988 are given in Annexure "C" to the Directors report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report and a Corporate Governance Report are made a part of this Annual Report.

A certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the listing agreement is attached to this report. Directors Responsibility Statement As required by Sec. 217(2AA) of the Companies Act, 1956, the Directors hereby state:

i) that in the preparation of the annual accounts, 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 are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year (namely 31st March 2010) and of the loss of the Company for that period; iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) that the Directors had prepared the annual accounts for the year ended 31st March 2010 on a "going concern" basis.



GENERAL

The Directors wish to place on record their appreciation for the committed service of employees for its growth. The Directors would also like to express their grateful appreciation for the assistance and co-operation received from the customers, dealer partners, bankers, business partners and its Group Companies TVS Investments Limited and Sundaram-Clayton Limited during the year.

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

For and on behalf of the Board

Chennai GOPAL SRINIVASAN 29th July, 2010 Chairman