We have audited the accompanying Standalone Financial Statements
of TVS Holdings Limited ("the Company"), which comprise the Balance
Sheet as at March 31,2026, the Statement of Profit and Loss including
Other Comprehensive Income, the Statement of Cash Flows and the
Statement of Changes in Equity for the year then ended, and notes
to the financial statements, including a summary of Material Accounting
Policies and other explanatory information.

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid Standalone Financial Statements
give the information required by the Companies Act, 2013 ("the Act")
in the manner so required and give a True and Fair view in conformity
with the Indian Accounting Standards prescribed under Section 133
of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015 as amended, ("Ind AS") and other Accounting Principles
Generally Accepted in India, of the State of Affairs of the Company
as at March 31,2026, its Profit and Total Comprehensive Income, its
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in
accordance with the Standards on Auditing specified under Section
143(10) of the Act (SAs). Our responsibilities under those Standards
are further described in the Auditor's Responsibilities for the Audit of
the Standalone Financial Statements' section of our report. We are
independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India ("ICAI")
together with the ethical requirements that are relevant to our audit
of the Standalone Financial Statements under the provisions of the
Act and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the
ICAI's Code of Ethics. We believe that the audit evidence obtained
by us is sufficient and appropriate to provide a basis for our audit
opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the Financial Statements of
the current period. These matters were addressed in the context of
our audit of the Financial Statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. We have determined the matters described below to be the
key audit matters to be communicated in our report.

Information Other than the Financial Statements and Auditor's
Report thereon

The Company's Board of Directors is responsible for the other
information. The other information comprises the information included
in the Annual Report to the Shareholders but does not include the
Standalone Financial Statements and our Auditor's Report thereon.
Our opinion on the Standalone Financial Statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the Standalone Financial Statements,
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the Standalone Financial Statements or our knowledge obtained during
the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Responsibilities of management and Those Charged with
Governance for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Act with respect to the preparation of
these Standalone Financial Statements that give a true and fair view
of the financial position, financial performance, including other
comprehensive income, changes in equity and cash flows of the
Company in accordance with the accounting principles generally
accepted in India, including the Indian accounting Standards specified
under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Board of
Directors is responsible for assessing the Company's ability to continue
as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the
Standalone Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's
report that includes our opinion. Reasonable assurance is a high level

of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the audit.
We also:

• Identify and assess the risks of material misstatement of the
Standalone Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to
the audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system in place
and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by the Board of Directors.

• Conclude on the appropriateness of Board of Directors' use of the
going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in
our auditor's report to the related disclosures in the Financial
Statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future events or
conditions may cause the Company to cease to continue as a
going concern.

• Evaluate the overall presentation, structure and content of the
Financial Statements, including the disclosures, and whether the
Financial Statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone
Financial Statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable
user of the Standalone Financial Statements may be influenced. We
consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in the
Standalone Financial Statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that
we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the audit
of the Financial Statements of the current year and are therefore the
key audit matters. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Report on other Legal and Regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2020("the
Order"), issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act and on the basis of such
checks of the books and records of the Company as we considered
appropriate and according to the information and explanations
given to us, we give in "Annexure A", a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss including
Other Comprehensive Income, the Statement of Changes in
Equity and the Statement of Cash Flows dealt with by this
report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements
comply with the Indian Accounting Standards specified under
Section 133 of the Act.

(e) On the basis of the written representations received from the
directors and taken on record by the Board of Directors, none
of the directors is disqualified as on March 31, 2026, from
being appointed as a director in terms of Section 164(2) of
the Act.

(f) With respect to the adequacy of the internal financial controls
with reference to Standalone Financial Statements of the
Company and the operating effectiveness of such controls,

refer to our separate report in "Annexure B". Our report
expresses an unmodified opinion on the adequacy and
operating effectiveness of the Company's internal financial
controls with reference to Financial Statements.

(g) In our opinion and according to the information and
explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with
the provisions of Section 197 read with Schedule V to the Act.

(h) With respect to the other matters to be included in the Auditor's
Report in accordance with the requirements of Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended,
in our opinion and to the best of our information and according
to the explanations given to us:

(i) The Company has disclosed the impact of pending
litigations on its financial position in its Standalone Financial
Statements - Refer Note 33 (i) to the Standalone Financial
Statements.

(ii) Provision has been made in the standalone financial
statements, as required under the applicable law or Indian
accounting standards, for material foreseeable losses, if
any, on long-term contracts, including derivative contracts.

(iii) During the year, there has been no delay in transferring
the amounts required to be transferred to the Investor
Education and Protection Fund.

(iv) (a) The management has represented that, to the best of

its knowledge and belief, no funds have been advanced
or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds)
by the Company to or in any other person(s) or
entity(ies), including foreign entities ("Intermediaries"),
with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on
behalf of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of
its knowledge and belief, no funds have been received
by the Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or
otherwise, that the Company shall, whether, directly
or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf
of the Funding Party ("Ultimate Beneficiaries") or

provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we considered
reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us
to believe that the representations under sub-clause
(a) and (b) above contain any material misstatement.

(v) The dividend declared and paid by the Company during
the year and until the date of this audit report is in
accordance with Section 123 of the Companies Act 2013.

(vi) Based on our examination which included test checks, the
company has used an accounting software for maintaining
its books of account which has a feature of recording audit

trail (edit log) facility and the same has operated throughout
the year for all relevant transactions recorded in the
software. Further, during the course of our audit we did
not come across any instance of audit trail feature being
tampered with. Additionally, the audit trail has been
preserved by the company as per the statutory
requirements for record retention.

For N C RAJAGOPAL & CO
Chartered Accountants
Firm Regn. No. 003398S

Arjun S
Partner

Place : Chennai Membership No. 230448

Date :13^th May 2026 UDIN : 26230448CYJFKF8328