Your directors have pleasure in presenting the 31^st Annual
Report together with audited accounts for the year ended
31^st March 2025. The summarised financial results of the
Company are presented hereunder:

OPERATING AND FINANCIAL PERFORMANCE:

Your Company has registered a consolidated net profit of '412.09
crores for the year ended 31st March 2025, and standalone
net profit of '236.01 crores as compared to '533.14 crores
and '321.57 crores respectively registered in the previous
financial year. The profit before tax of the previous year includes
'175.67 crores representing a one time receipt on redemption of
non-convertible redeemable preference shares of TVS Holdings
Limited. Excluding this one time receipt, the consolidated net
profit for the year ended 31st March 2025 has gone up by
15.28%.

DIVIDEND

Your Company paid an interim dividend of '3.70/- per share
(74%) on 20^th February 2025 and declared a second Interim
dividend of '0.60/- per share (12%) on 22^nd May, 2025, payable
in the month of June 2025.

In addition, your directors are pleased to recommend a final
dividend of '1.55/- per share (31% on the face value of '5/-),
which together with the interim dividend of '3.70/- per share paid
during February 2025 and '0.60 per share payable in June 2025
would aggregate to a total Dividend of '5.85/- per share
(117% on the face value of '5/-) for the Financial Year 2024-25.

The Dividend Distribution Policy, formulated in accordance
with the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, is available in the company's website

hllps://sMdaramholdings,ia^/wp-conlent/uploads/2023/12/10,-SFHl-Dislribion-of-Dividends-Policy-2,pdf

Indian Economy

FY 24 - 25 saw broad macro economic variables holding up
with continued strength in e-way bills, domestic tractor sales
and GST collections, However, passenger car sales remained
muted as also commercial vehicles, While general elections led
to muted capex spending, the decline in capex continued for
most part of the year, leading to a contraction in manufacturing
GDP growth, However, with a gradual uptick in capex by
December 2024, manufacturing growth picked up, Domestic
liquidity deficit was a key highlight during the year and was
caused by heavy dollar selling by the RBI towards containing the
exchange rate, However, the RBI’s continued liquidity measures
through OMO purchases and FX swaps, helped turn a sharp
liquidity deficit into a comfortable surplus, On spending patterns,
the government's household consumption expenditure survey
showed a narrowing urban-rural gap,

Into FY 25 - 26, the centre projects a continued fiscal
consolidation, taking India's fiscal deficit to 4,4%, GDP growth is
expected to be in the range of 6,0-6,5% given elevated uncertainty
around US tariff policy and resultant global growth, India’s trade
deficit continued to remain elevated, but rising software exports
and remittances are likely to continue, helping keep India’s
current account deficit in check, hovering around 1% of GDP,
Inflation is expected to be around 4%, given the expectation of
a normal monsoon in 2025, thereby supportive of benign rates
and liquidity, The Union budget also delivered a welcome and
unexpected boost for consumption, through changes to Income
Tax slab rates, Income tax slabs under the new tax regime were
widened, alongside better progression in tax rates, This is
expected to give a boost to discretionary consumption across
various segments in FY 25 - 26,

Automotive Sector Outlook

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

The Indian automotive industry concluded FY 24 - 25 on a stable
note, with 7% growth in industry volumes, Growth rates were
divergent within segments, with 8% growth in two-wheelers,
7% in three-wheelers, 7% in tractors, 2% growth in passenger
vehicles and flat performance in commercial vehicles, Notable
trends during the year include continued premiumization within
passenger vehicles and the rising electrification trends within
two-wheelers, Within two-wheelers, electric two-wheelers
account for 5,8% of overall volumes and approximately 18%
of scooters, Passenger vehicles, which grew overall by 2%, was
a tale of two-segments, Small cars continued to remain weak,
reporting a decline of 12%, while UV volumes continued to be
firm (11% growth) due to strong customer demand and model
launches, accounting for 65% of Passenger vehicle volumes,

Going ahead, the Commercial Vehicle (CV) segment is expected
to witness a modest improvement, supported by rising fleet
utilization, recovery in replacement demand, continued
spending on infrastructure, government mandates promoting
e-Buses, improved liquidity and interest rate conditions and
sustained truck operator economics. Rise of warehousing
activities in Tier 2/3 markets could support LCV growth,
which account for 60% of overall CV volumes. Tractor
volumes, which posted a strong recovery into second half of
last fiscal are expected to find further growth support from
healthy water reservoir levels and Government support on
crop pricing.

Overall, we expect an automobile market growth (excluding two
wheelers) of 4-6% in unit terms at best.

EXEMPTED CORE INVESTMENT COMPANY

As at the date of the audited balance sheet for the financial year
ended 31st March 2025, the Company has fulfilled the requisite
criteria for being categorised as an exempted CIC under the
Core Investment Companies (Reserve Bank) Directions, 2016.

BUSINESS PERFORMANCE

The performance of key portfolio Companies during 2024-25
was strong, which resulted in your Company receiving higher
dividend income of ' 209.52 Cr for the year ended 31.03.2025
as against '160.40 Cr received during the Financial year 2023-24.

The Company holds investments in 12 group companies as at
31.03.2025. The performance of the key portfolio companies
during 2024-25 was as follows:

Performance of our core investments are as given below
Brakes India Private Limited

Brakes India Private Limited is the market leader in braking
systems for cars and commercial vehicles in the country. Your
Company’s stake in Brakes India is 23.57% and has been
categorised as one of the promoters of that company. Trichur
Sundaram Santhanam and Family Private Limited is the other
promoter of the company. The revenue earned by the company
for the year ended 31st March 2025 stood at '7,240.74 cr. as
against '7,275.44 cr in the previous year. The profit after tax for
the year was '626.74 cr. as against '687.20 cr. in the previous
year. Your Company received a total dividend of '49.39 cr. from
Brakes India Private Limited during the financial year 2024-25.

Turbo Energy Private Limited

Turbo Energy Private Limited is the leading manufacturer of
turbo chargers and turbo charger parts in the country. Your
Company holds a 32% stake in Turbo Energy Private Limited and
has been categorised as one of the promoters of that company.
BorgWarner Turbo Systems (Germany) and Brakes India Private

Limited are the other promoters of the company. During the
year, the revenue earned by the company stood at '3,034.02 cr
as against '3,054.18 cr.in the previous year. The profit after tax
for the year was '273.46 cr as against '262.80 cr. in the previous
year. Your Company received a total dividend of ' 68.86 cr. from
Turbo Energy Private Limited during the financial year 2024-25.

Axles India Limited

Axles India Limited is a leading manufacturer of axle housings
for medium and heavy commercial vehicles in the country. Your
Company holds a 38.81% stake in Axles India Limited and has
been categorised as one of the promoters of that company. During
the year, the revenue earned by the company stood at '846.78 cr.
as against '855.10 cr. in the previous year. The profit after tax
for the year was '68.70 cr. as against ' 86.27 cr. in the previous
year. Your Company received a total dividend of ' 13.85 cr. from
Axles India Limited during the financial year 2024-25.

Further Acquisition of Axles India shares

During April 2025, Your Company along with its wholly-owned
subsidiary Forge 2000 Private Limited acquired the entire

shareholdings of 1,23,16,415 offered by Dana Global Products
Inc (USA) in Axles India Limited, in equal proportion. Your
Company acquired 61,58,208 shares. With this acquisition your
Company’s shareholding in Axles India Limited increased from
98,91,754 equity shares of ' 10/- each (38.81%) to 1,60,49,962
equity shares of '10/- each, constituting 62.98% in the paid-up
equity share capital of Axles India Limited. Consequent to this
acquisition, Axles India Limited had become a subsidiary of Your
Company effective 25th April, 2025.

Wheels India Limited

Wheels India Limited is the leading manufacturer of wheels and
air suspension components for cars and commercial vehicles
in the country. Your Company is one of the promoters of Wheels
India Limited. Trichur Sundaram Santhanam and Family Private
Limited, and India Motor Parts & Accessories Limited are the
other promoters of the company. During the year, the revenue
earned by the company stood at '4,424.86 cr. as against
'4,619.03 cr. in the previous year. The profit after tax for the
year was '105.85 cr. as against '67.87 cr. in the previous year.
The market capitalisation of the company as on 31st March 2025
was '1415.89 cr. The value of your Company’s holding on that
basis, was '339.20 cr., as on 31st March 2025. Your Company
received a total dividend of '6.96 cr. from Wheels India Limited
during the financial year 2024-25.

Dunes Oman LLC (FZC)

Dunes Oman LLC (FZC), operating in Salalah, Sultanate of Oman,
is engaged in the manufacture of iron castings for the automotive
industry. Your Company holds a 43.69% stake in Dunes Oman
LLC (FZC) and has been categorised as one of the promoters of
that company. Dunes Oman was co-promoted with Brakes India
Private Limited. The company’s revenue for the year stood at
'423.57 cr. as against '359.30 cr. in the previous year, while the

profit after tax for the year was ' 58.00 cr. as against '56.01 cr.
in the previous year.

India Motor Parts and Accessories Limited

India Motor Parts and Accessories Limited is the largest
distributor of automotive spare parts and equipment in the
country. Your Company holds 20% stake in India Motor Parts
and Accessories Limited. For the year ended 31st Mar 2025, the
revenue earned by the company stood at ' 835.98 cr., as against
' 776.47 cr. in the previous year. The profit after tax for the year
stood at ' 83.67 cr. as against '73.92 cr,for the corresponding
period in the previous year. The market capitalisation of the
company as on 31st March 2025 was '1210.62 cr. The value
of your Company’s holding on that basis, was '242.13 cr., as on
31st March 2025. Your Company received a total dividend of
'6.99 cr. from India Motor Parts & Accessories Limited during
the financial year 2024-25.

Sundaram Dynacast Private Limited

Sundaram Dynacast is a leading manufacturer of precision Zinc
and Aluminium die-cast parts. Your Company holds a 26% stake
in Sundaram Dynacast. The revenue earned by the company for
the year ended 31st March 2025 stood at ' 166.28 cr. as against
'157.13 cr. in the previous year. The profit after tax for the year
ended 31^st March 2025 was '18.49 cr. as against ' 20.11 cr.
in the previous year. Your Company received a total dividend
of ' 3.28 cr. from Sundaram Dynacast during the financial year
2024-25.

Sundaram Business Services Limited

Sundaram Business Services Limited (SBSL) a wholly-owned
subsidiary of your Company, is a global outsourcing company
offering a wide range of services to overseas clients. The service
offerings of SBSL include best in class outsourcing to clients

predominantly in Australia. During the year, SBSL earned a
revenue of '59.78 cr. and reported a profit after tax of '22.05 cr

Forge 2000 Private Limited (Forge)

During the year, your Company had acquired 20,00,000 equity
shares of ' 10/- each constituting 100% stake in Forge 2001
Private Limited, thereby making it a wholly-owned subsidiary
of your Company.

Forge 2000 Private Limited is engaged in the business o
manufacturing of forge components for automobile industry
The major activity of FORGE is manufacturing, and is primarily
engaged in forging, pressing, stamping and roll forming of meta
powder metallurgy and undertakes job work for the automotive
industry. During the year, Forge 2000 Private Limited earned a
revenue of '24.96 cr. and reported a profit after tax of '0.58 cr
DISINVESTMENTS

As a part of the Company’s strategy to exit from non-crore
investments, the Company exited from the following investments
DELPHI-TVS TECHNOLOGIES LIMITED

During the Financial year the Company divested entire stake o
2,52,896 equity shares of '10/- each constituting 3.19% in the
total paid-up equity share capital of M/s Delphi TVS Technologie:
Limited for consideration of '40.00 Cr, the carrying cost of the
investment in our books as on 31st March 2024 is '19.48 crs.
D2C CONSULTING SERVICES PRIVATE LIMITED

Disinvestment of 100 equity shares of '10/- each and 17,01^z
Compulsorily Convertible Participating Preference Shares o
'100/- each held by the Company in D2C Consultancy Service;
Private Limited to the existing promoter of the investee company
at a price of '2,250/- per equity share and '2,250/- pei
Compulsorily Convertible Participating Preference Share for tota
consideration of '3.85 Cr.

CORPORATE GOVERNANCE

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

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

RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties
were in the ordinary course of business and on an arm’s length
basis.

Form AOC-2, as required under Section 134 (3) (h) of the Act,
read with Rule 8 (2) of the Companies (Accounts) Rules 2014,
is attached as part of this report, vide Annexure II (i). Further,
the Company’s policy on Related Party Transactions is attached
as part of this report, vide Annexure II (ii), as required under
Reg. 23(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

As required under Schedule V to the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the details of
the related party transactions, have been provided under Note
28- Related Party Transactions, forming part of the notes to
the accounts.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has contributed towards education in consonance
with its CSR policy.

The Annual Report on CSR Activities undertaken by the Company
for the Financial Year 2024-25 is annexed with this report, vide
Annexure III.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

A Business Responsibility & Sustainability Report as required
under Regulation 34(2) (f) of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015, is
available in the website of the Company. The link for the
copy of the Business Responsibility & Sustainability Report is

https://sundaramholdings.iii/wp-content/uploads/2025/06/SFHL-BRSR-2024-25.pdf

DISCLOSURE UNDER THE PREVENTION OF SEXUAL
HARASSMENT AT WORKPLACE POLICY’

The Company has in place a Policy for prevention of Sexual
Harassment, in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. An Internal Complaints Committee
(ICC) has been set up to redress complaints. All employees
(permanent, contractual, temporary, trainees) are covered under
this policy. No complaints were received during the financial year.
None was pending unresolved as on 31st March 2025.

SECRETARIAL AUDIT

The Secretarial Audit Reports of the Company and the subsidiary,
viz., Sundaram Business Services Limited, are annexed to
this Report, vide Annexures IV(i) and IV (ii) as provided by
Mr. A. Kalyana Subramaniam, Practising Company Secretary.

Pursuant to Regulation 24 A of the SEBI (Listing Obligations
and Disclosures Requirement) Regulations, 2015, the
Board has recommended the appointment of Sri A Kalyana
Subramaniam, Practising Company Secretary as the Secretarial
Auditor of the Company for a consecutive period of 5 years
effective from 1^st April 2025 to 31^st March 2030, subject
to approval of the shareholders at the ensuing Annual
General Meeting.

REMUNERATION TO DIRECTORS / KEY MANAGEMENT
PERSONNEL

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

ANNUAL RETURN

As required under Section 92 (3) of the Companies Act, 2013 and
Rule 12 (1) of the Companies (Management and Administration)
Rules, 2014, extract of the Annual Return is available in
the website of the Company. The link for the copy of the
annualreturn in E-form MGT-7 is h|_witifflalii)m-i[ii4-ii-1,pl

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS

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

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

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

INTERNAL FINANCIAL CONTROLS

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

of the accounting records and (e) timely preparation of reliable
financial information.

RISK MANAGEMENT

Your Company has taken effective steps to build a robust risk
management framework. Engaged, as it is, in the business
of making investments and in business process outsourcing
services, the Company is required to manage various risks,
including investment related risk, business and market
risk, operational risk and technology related risk. The Risk
Management Committee has established systems and procedures
to ensure that these risks are identified, measured, and managed
effectively.

Operational risks arising from inadequate or failed internal
processes, people and systems or from external events are
adequately addressed by the internal control systems. These
systems are continuously reviewed, monitored, and modified, as
necessary. A stable and experienced management team provides
much needed continuity and expertise in managing the dynamic
changes in the market environment. Process improvements and
quality control are on-going imperatives and are built into the
employees' training modules, as well. The Company has well
documented Standard Operating Procedures for all processes to
ensure better control over transaction processing and regulatory
compliance.

INTERNAL AUDIT

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

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

HUMAN RESOURCES

During the year pursuant to the business call taken by our
clients to withdraw their non-voice BPO process, the employees
functioning in that process were absorbed by the respective
clients.

INFORMATION TECHNOLOGY

Your Company’s operations are supported by a full-fledged
Data Centre catering not only to its own needs, but also those
of its subsidiary, with over 99.5% uptime. Your company has a
formulated Business Continuity Plan for all critical applications
with near real-time data replication.

The delivery centres meet the Information Security Management
System and CIA (Confidentiality, Integrity and Availability)
Standards. To cater to the ever-changing customer needs, the IT
infrastructure is being constantly upgraded with new / enhanced
features to facilitate smooth functioning of operations and deliver
customer satisfaction.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 (3) of the
Companies Act, 2013, the Consolidated Financial Statements,
drawn up in accordance with the applicable Accounting
Standards, form part of the Annual Report. A separate statement
containing the salient features of the financial statements of your
Company’s Subsidiaries and Associates in Form AOC-I forms part
of the Annual Report.

The annual report of the subsidiaries, M/s.Sundaram Business
Services Limited and M/s.Forge 2000 Private Limited have been

posted on your Company’s website - www.sundaramholdings.
in. Detailed information, including the annual accounts of the
Subsidiary Companies will be available for inspection by the
members, at the registered office of the Company and will also
be made available to the members upon request.

BOARD AND AUDIT COMMITTEE

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

DIRECTORS

Sri Ananth Ramanujam, Director, retires by rotation and being
eligible, offers himself for re-election.

DECLARATION BY INDEPENDENT DIRECTORS

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

ANNUAL EVALUATION BY THE BOARD

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

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

2. The Company has selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the company

at the end of the financial year and of the profit of the
company for that period;

3. Proper and sufficient care has been exercised for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

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

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

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

AUDITORS

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

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the support and co¬
operation extended to your Company by the stakeholders.

Your directors also place on record their special appreciation
of the employees of the Company for their dedication and
commitment.

For and on behalf of the Board

Chennai 600 002 Harsha Viji

22.05.2025 Chairman