Your directors are pleased to present the 43^rd Annual Report and the audited Standalone Financial Statement and the Consolidated
Financial Statement of your Company for the financial year ended 31^st March 2026.

Financial Results and State of Affairs

*This includes effect of acquisition of shares from NCI
Operational Performance

During the financial year ended 31^st March 2026, your Company reported steady growth in revenue despite facing market headwinds and
volatility. Revenue from operations increased to ?3,389.66 crores, as compared to ?3,022.90 crores in the previous year, reflecting a growth
of 12.13% year-on-year.

The Profit Before Tax (PBT) increased significantly to ?110.13 crores in Financial Year ("FY") 2025-26, from ?48.61 crores in FY 2024-25,
registering a growth of 126.57%. Profit After Tax (PAT) also improved to ?82.71 crores, as against ?36.96 crores in the previous year.

EBITDA (Earnings Before Finance Costs and Depreciation) increased to ?285.69 crores in FY 2025-26 from ?228.09 crores in the prior
year. This growth was driven by strong topline performance, relatively stable raw material prices for a major part of the year, improved cost
absorption on higher volumes and other operational efficiencies.

Depreciation expenses increased to ?132.03 crores, compared to ?118.91 crores in FY 2024-25, primarily due to the capitalization of new
assets. Finance costs reduced to ?46.45 crores from ?49.17 crores, mainly on account of loan repayments during the year. Deferred tax
expense also declined significantly to ?0.13 crores, as against ?7.45 crores in the previous year.

Earnings Per Share (EPS) increased sharply to ?108.02 in FY 2025-26 from ?48.28 in the previous year a 123.74% increase. As a result of
the increase in net profits, the Company continued to maintain a robust net worth position, carrying forward a surplus of ?978.76 crores to
the balance sheet.

Dividend

Considering the performance of your Company, a final dividend of ?37.80/- (378%) per Equity Share of a face value of ?10/- per Equity
Share is recommended by the Board for approval at the 43^rd Annual General Meeting.

The dividend will result in a total pay-out of ?28.94 crores.

Your Company has formulated a Dividend Distribution Policy. The Policy can be accessed at the investors' section of Company's website
at: https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/DIVIDEND-DISTRIBUTION-POLICY.pdf

Transfer to Reserves

Your Company does not propose to transfer any amount to general reserve for the financial year 2025-26.

Share Capital

There is no change in the Share Capital of your Company and the Equity Share Capital is ?7,65,70,500/- comprising of 76,57,050 Equity
Shares of ?10/- each fully paid up.

Investor Education and Protection Fund (IEPF)

During the year, your Company transferred unclaimed and un-encashed dividend amounting to ?40,08,800/- for the FY 2017-18. Further
10,225 shares for the FY 2017-18, on which dividends had remained unclaimed for seven consecutive years, were transferred in
accordance with the requirements of the IEPF Rules. The details of such shares are uploaded on IEPF website and are also available on
Company's website at: https://tvseurogrip.com/investorrelations/unclaimed-dividend-shares/.

Subsidiary & Associate companies

The audited financial statements of the following subsidiary companies have been consolidated with the Company for the year under report.

a) Super Grip Corporation, USA - wholly owned subsidiary of your Company (Special Purpose Audited Financial Statements)

b) TVS Srichakra Investments Limited - wholly owned subsidiary of your Company

c) TVS Sensing Solutions Private Limited - wholly owned subsidiary of TVS Srichakra Investments Limited.

d) Fiber Optic Sensing Solutions Private Limited - wholly owned subsidiary of TVS Sensing Solutions Private Limited

The consolidated financial statements of your Company for the year ended 31^st March 2026 are prepared in compliance with the applicable
provisions of the Companies Act, 2013 (“Act”), Indian Accounting Standards and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”). The audited consolidated financial statements
along with all relevant documents and the Auditor's Report thereon form part of Annual Report and may be accessed on the Company's
website https://tvseurogrip.com/.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statement of the subsidiaries in the prescribed
Form AOC-1 is attached as Annexure 1.

The financial statements of the subsidiary companies are available for inspection by the members at the Registered Office of the Company
pursuant to the provisions of Section 136 of the Act. The Company shall provide free of cost, copies of the financial statements of the
Company and its subsidiary companies to the members upon request. The financial statements of the subsidiary companies are also
available on the website of the Company at https://tvseurogrip.com/.

Highlights of performance of subsidiary companies

TVS Srichakra Investments Limited, wholly owned subsidiary Company, recorded a profit of ?1.55 crores (previous year net profit of ?2.22
crores).

TVS Sensing Solution Private Limited (TVSSSPL), recorded a net operational turnover of ?178.39 crores during the year, showing an
increase of 14.18% compared to the previous year. TVSSSPL recorded a Profit After Tax of ?12.08 crores showing an increase of 3.80%
compared to the previous year. During the year, TVSSSPL undertook a Right Issue and allotted 2,14,285 Equity Shares of ?10 per share at
a premium of ?270 per share. TVSSSPL acquired 1,000 Equity shares of ?10 per share in Fiber Optic Sensing Solutions Private Limited
(FOSSPL) as a result of which FOSSPL became wholly owned subsidiary effective from 8^th January 2026.

FOSSPL recorded a net operational turnover of ?30.04 crores showing an increase of 317.50% compared to the previous year. FOSSPL
made a Profit After Tax of ?1.23 crores compared to a loss of ?0.89 crores in the previous year.

Super Grip Corporation, the US based wholly owned subsidiary of your Company, recorded a net operational turnover of ?91.82 crores and
recorded loss after tax of ?18.03 crores during the year.

Consolidated Performance

On a consolidated basis, your Company registered a turnover of ?3,643.35 crores, an increase of 11.97%. The Company's consolidated net
profit stood at ?71.06 crores as against the previous year's net profit of ?20.52 crores, an increase of 246.30%.

Capital Expenditure and Expansion Project

During the year under review, capital expenditure amounted to ?106.09 Crores. Your Company has a working capital management process
that facilitates continuous monitoring and control over receivables, payables and other key financial metrics.

Further, during the year, the Board approved an additional capital expenditure to a tune of ?210.00 crores (Rupees Two Hundred and Ten
Crores only) for the Uttarakhand Expansion Project at UKD-II, aimed at expanding the Company's manufacturing capacity. The Board of
Directors, at its meeting held on 27^th May 2026, approved further capital expenditure of ?220.00 crores, comprising ?110.00 crores for the
Two-Wheeler (2W) plant and ?110.00 crores for the Off-Highway Tyre (OHT) plant, towards capacity expansion at the manufacturing
facilities located at Vellaripatti, Madurai.

Cash and cash equivalent as of 31^st March 2026 was ?11.78 Crores.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Act form part of the Notes to the financial statements provided in the
Annual Report.

During the year your Company extended a loan of USD 13,50,000 (equivalent to ?11.92 crores) to its wholly owned subsidiary, M/s. Super
Grip Corporation, USA. The total outstanding loan on M/s. Super Grip Corporation on 31^st March 2026 stood at USD 55,87,425/- (equivalent
to ?52.96 crores).

Investment for sourcing renewable energy

Your Company has invested ?59,150/- for acquiring 5,915 equity shares of ?10 each, representing 5.92% of the Equity Share Capital of
Navia Two Power Private Limited (“Navia”). Subsequently, the Company invested ?3,78,79,138/- for acquiring 19,863 Equity Shares of
Navia by subscribing to the rights issue at a face value of ?10 each and at a premium of ?1,897.02 per share, for the purchase of solar power
under the Group Captive mode. As on 31^st March 2026, the Company holds a total of 25,778 Equity Shares in Navia, representing 5.92% of
its Equity Share Capital.

Further, pursuant to a buyback offer received from Clean Max Genesis Private Limited ("Clean Max”), the Company's investment in Clean
Max was adjusted through the buyback of 4,084 equity shares at ?1,876 per share, aggregating to ?76,61,584. The adjustment in
investment is pursuant to a Settlement Agreement executed with Clean Max to facilitate the recovery of the Company's funds invested for
sourcing wind power from Clean Max. Clean Max was unable to supply wind power due to its project implementation issues.

Subsidies and Incentives

During the year under review, your Company has been granted financial assistance under the Structured Package of Assistance from State
Industries Promotion Corporation of Tamil Nadu Limited, Egmore, Chennai, comprising:

• Capital Subsidy aggregating to ?75.00 crores, receivable in 12 equal instalments;

• Green Industry Incentive amounting to ?1.00 crore; and

• Training Subsidy of ?68.40 lakhs.

Corporate Governance

The Board remains committed to the highest standards of corporate governance, accountability, transparency and ethical business conduct.
The Company's corporate governance practices are reflective of the values and culture nurtured over the years to deliver sustainable value
to its stakeholders in a fair, transparent and ethical manner. Your Company continues to comply with the corporate governance
requirements prescribed by the Securities and Exchange Board of India (SEBI), in letter and spirit. The Corporate Governance Report for
the financial year 2025-26 forms part of this Annual Report.

Board of Directors and Key Managerial Personnel• Appointment & Cessation of Directors

During the year, Ms. Shobhana Ramachandhran was re-appointed as the Managing Director of the Company for a further term of 5 (five)
years with effect from 25^th August 2025. Further, Mr. R. Naresh was re-appointed as the Managing Director (designated as Executive Vice
Chairman) of the Company for a further term of 3 (three) years with effect from 16^th June 2026.

Except for the above, there were no other changes in the composition of the Board of Directors.

• Director Liable to Retire by Rotation

Mr. S Ravichandran (DIN: 01485845), Non-Executive Director, is liable to retire by rotation at the forthcoming AGM and seeks
reappointment. Based on performance evaluation, the Board has recommended his reappointment. Further details are available in the
notice convening the AGM.

• Directors’ Responsibility Statement

In terms of Section 134(5) of the Act, your directors, to the best of their knowledge and belief, state that:

a) In the preparation of the annual accounts the applicable Accounting Standards had been followed along with proper explanation
relating to material departures, if any;

b) 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 and of the profit of
the Company for that period;

c) They 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;

d) They had prepared the annual accounts on a going concern basis;

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

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

• Declaration by Independent Directors

The Independent Directors have declared that they meet the criteria specified under Section 149(6) of the Act, Regulation 25(8) of SEBI
(LODR) Regulations and the relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.
The Board is of the opinion that the Independent Directors of your Company possess the requisite qualifications, experience and
expertise and they uphold the highest standards of integrity.

• Meetings of the Board of Directors

An annual calendar of the Board and committees' meetings for the fiscal 2026 was circulated in advance to the directors. The Board of
Directors met 7 (Seven) times during the year ended 31^st March 2026. The details of the board meetings and the attendance of the
directors are provided in the Corporate Governance Report.

• Board Evaluation

In accordance with the provisions of the Act and SEBI (LODR) Regulations, an internal evaluation of the Board, its committees and
individual directors was conducted. The evaluation process included parameters such as directors' attendance at Board and committee
meetings, participation in the Annual General Meeting, effective engagement and domain knowledge. The performance evaluation of the
Chairman and Non-Independent Directors was also conducted by the Independent Directors. Details of the evaluation parameters and
process are outlined in the Corporate Governance Report.

• Board diversity

Your Company embraces the importance of a diverse Board in its success. The details on Board diversity are available in the Corporate
Governance Report that forms part of this Report.

• Board Committees

The Company has constituted certain committees of directors as per the mandatory requirements of the Act and SEBI (LODR)
Regulations. The details of such committees are provided in the Corporate Governance Report, which forms a part of the Annual Report.

During the year, all recommendations made by committees were approved by the Board.

• Familiarization Programme for Independent Directors

The Company regularly conducts familiarization programs for Independent Directors, including periodic presentations on business
strategy and updates on Company performance. Additionally, programs are organized to familiarize Independent Directors with the
Company, their responsibilities, the nature of the industry, the Company's business model and related matters. Details of the
familiarization program are provided in the Corporate Governance Report.

• Key Managerial Personnel

During the year under review, there was no change to the Key Managerial Personnel of the Company.

Board Composition and Remuneration Policy

The composition of the Board, Board committees, tenure of the directors, their areas of expertise and other details are available in the
Corporate Governance Report enclosed hereto.

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted a policy on the Director's
appointment and remuneration, including remuneration for Senior Management, covering Key Managerial Personnel and other employees,
in line with the provisions of the Act and SEBI (LODR) Regulations which are available on Company's website at:
https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/Remuneration-Policv-22ndian2025.pdf

The Board hereby affirms that the remuneration paid to Executive/Independent Directors is in line with the above policy and Non-Executive
Directors are compensated by way of profit-sharing commission and sitting fees for attending the Board/committee's meetings.

Auditors

Statutory Auditors

M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, (Firm Registration No. 003990S / S200018) were reappointed as Statutory
Auditors of the Company at 39^th AGM held on 21^st September 2022, to hold office for second term of 5 (five) consecutive years from the
conclusion of 39^th aGm till the conclusion of 44^th AGM of the Company at a remuneration as may be agreed between the Board of Directors
and the Statutory Auditor.

The Company has obtained necessary certificate under Section 141 of the Act, conveying their eligibility for being the Statutory Auditors of
the Company and have confirmed that they satisfy the independence and other criteria required under the Act. Statutory Auditors have also
confirmed that they are not disqualified from continuing as auditors of your Company.

Cost Auditor

Dr. I. Ashok, Practicing Cost Accountant, is appointed as Cost Auditor of the Company for the financial year 2026-27, as required under
Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014. A resolution seeking members' ratification for the
remuneration payable to the Cost Auditor forms part of the Notice of AGM and the same is recommended for your approval.

A certificate from Dr. I. Ashok, Cost Accountant, has been received that his appointment as Cost Auditor of the Company will be within the
limits specified under Section 141 of the Act and the rules thereunder.

Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015 read with the applicable provisions of the Act, the
members at the 42^nd AGM held on 17^th September 2025, appointed M/s. SPNP & Associates, Practicing Company Secretaries, Chennai, as
the Secretarial Auditor of the Company for a term of 5 (five) years effective from financial year 2025-26 to financial year 2029-30.

Auditors’ Reports

• The Statutory Auditors' Report for Financial Year 2025-26 does not contain any qualification, reservation or adverse remark. The Report
is enclosed with the financial statements contained in this Annual Report.

• The Statutory Auditors' Certificate confirming compliance with conditions of corporate governance as stipulated under SEBI (LODR)
Regulations, for Financial Year 2025-26 is attached to the Corporate Governance Report.

• The Secretarial Auditors' Report for Financial Year 2025-26 does not contain any qualification, reservation or adverse remark. The
Secretarial Auditors' Report is enclosed as Annexure 2 to the Board's Report.

Reporting of Frauds by Auditors

During the year under review, Statutory Auditors, Internal Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of
fraud committed against the Company by its officers or employees.

Vigil Mechanism / Whistle Blower Policy

To address, prevent and mitigate the risks of fraud and misconduct in the Company, the Board has laid down a Whistle Blower Policy and
has established the necessary Vigil Mechanism to ensure fraud free work environment.

The Whistle Blower Policy of the Company allows directors and employees to raise their concerns internally about unethical behavior, actual
or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against the victimization of employees who
avail the mechanism and allows direct access to the Chairperson of Audit Committee. During the year, no person was denied access to the
Audit Committee and no instance was reported under this policy.

The Whistle Blower Policy of the Company is available at www.tvseurogrip.com.

Human Resources Management

Your Company promotes a collaborative, transparent and participative organisational culture that encourages merit, sustained high
performance, integrity, accountability, inclusion and continuous learning. The Company believes that its people and culture are fundamental
to good governance and long-term sustainable growth. Industrial relations across all manufacturing units remained cordial throughout the
year.

Particulars of Employees and Related Disclosures

In terms of the first proviso to Section 136 of the Act, these reports and accounts are being sent to the members excluding the information
required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member
interested in obtaining the same may address their email to secretarial@eurogriptvres.com. The said information is available for inspection
by the members at the Registered Office of the Company on any working day of the Company upto the date of the 43^rd AGM.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure 3 and forms part of this Report.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe and respectful work environment for all women employees and ensuring their dignity at the
workplace. In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has constituted an Internal Complaints Committee to address and redress complaints of sexual harassment.

During the year under review, the Company has not received any complaints in terms of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. As stipulated by SEBI, the status of complaints received on sexual harassment is given
below:

Number of complaints filed during the Financial Year - Nil

Number of complaints disposed of during the Financial Year - Not applicable

Number of complaints pending as on end of the Financial Year - Not applicable

Risk Management

The Company has in place a robust risk management framework and adequate internal control systems to identify, assess, monitor and
mitigate risks across its operations. In the opinion of the Board, these systems are commensurate with the nature and scale of the
Company's business and continue to operate effectively.

During the year under review, no risk has been identified which, in the opinion of the Board, may threaten the existence of the Company.
Further details relating to risk management and key risks are provided in the Management Discussion and Analysis Report, which forms
part of this Annual Report.

Related Party Transactions

The Policy on Related Party Transactions is uploaded on the website of the Company at
https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/Related-Partv-Transactions-Policv-mar25.pdf.

During the financial year ended 31^st March 2026, all transactions with the Related Parties as defined under the Act, read with Rules framed
thereunder were in the ‘ordinary course of business' and ‘at arm's length' basis. All Related Party Transactions entered during the year, were
contracted with prior approval of the Audit Committee and the Board of Directors, as required under the SEBI (LODR) Regulations.
Monitoring of related party transactions was carried out on a quarterly basis by the Audit Committee and the Board. During the year, there
was no materially significant Related Party Transaction having potential conflict with the interest of the Company. There are no transactions
with Related Parties to be reported as per Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
Please refer to Annexure 4 in Form AOC - 2 which forms part of this Report.

Annual Return

The Annual Return as required under the provisions of Section 92(3) of the Act and rule 12 of the Companies (Management and
Administration) Rules, 2014 is available and can be accessed on your Company's website at: https://tvseurogrip.com/.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) initiatives of the Company are aimed at inclusive development of the community at large, through a
range of social interventions, enhancing skills and building social infrastructure to improve the livelihood of the beneficiaries.

The CSR committee constituted in accordance with Section 135 of the Act has developed and implemented the Corporate Social
Responsibility Policy.

The composition of the CSR committee and other details like attendance at the meetings and terms of reference are provided in Annexure
5 to the Board's Report. The Company's CSR Policy is available on Company's website, at:
https://investor-relation-storage.s3.ap-south-1.amazonaws.com/investor-relations/POLICY/CSR-POLICY.pdf. Your Company undertakes
CSR initiatives in compliance with Schedule VII of the Act. The highlights of the initiatives undertaken by the Company forms part of this
Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 6 to
the Board's Report.

Business Responsibility and Sustainability Report

The Board continues to oversee the Company's sustainability initiatives, recognising environmental, social and governance principles as
integral to long-term value creation. In terms of Regulation 34(2)(f) of SEBI (LODR) Regulations, Business Responsibility and Sustainability
Report of the Company for the financial year ended 31^st March, 2026 is given in separate section of the Annual Report which forms part of
the Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis of financial conditions and results of operations of the Company is provided in the Management
Discussion and Analysis Report which forms part of the Annual Report.

Awards and Recognition

During the financial year, your Company has continued to excel and achieve significant milestones, garnering many awards and
recognitions across various categories. These distinguished awards recognize companies that have demonstrated excellence across
various domains, including marketing, branding, innovation and business growth. Please refer to the Management and Discussion Analysis
Report for more details on the achievements during the year.

Other Statutory matters

During the year under review:

a. There are no material changes and commitments affecting the financial position of your Company between the financial year ended 31^st
March, 2026 and the date of this report.

b. Your Company has not changed its nature of business.

c. Your Company does not have a ‘Material Subsidiary' as defined under Regulation 16(1)(c) of the SEBI (LODR) Regulations.

d. Your Company has not issued Equity Shares neither with differential rights nor to the employees of the Company under any scheme.

e. Your Company has not accepted or renewed any deposits in terms of Chapter V of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.

f. Your Company has not received any significant or material order from any regulator, court or tribunal impacting the going concern status
and Company's operation in future.

g. No proceeding is made or pending against your Company under the Insolvency and Bankruptcy Code, 2016.

h. Your Company has no instance of one-time settlement with any Bank or Financial Institution.

i. The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, as amended from time
to time.

j. Your Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Acknowledgement

We extend our sincere gratitude to our customers, employees, shareholders, suppliers, bankers and regulators for their support throughout
the year. We acknowledge the contributions made by our employees.

Our appreciation extends to the various State Governments and Government of India for their ongoing support. We look forward to their
continued support in the future.

For and on behalf of the Board of Directors

Sd/- Sd/-

R Naresh Shobhana Ramachandhran

Executive Vice Chairman Managing Director

DIN: 00273609 DIN:00273837

Place: Chennai
Date: 24^th June 2026