Your Directors have pleasure in presenting the Fifty Second Annual Report of the Company together with Audited Accounts for the year ended 31st March 2026.

The financial performance of your company is stated hereunder:

(Rs. In Lakhs)

Your Directors are pleased to recommend a final dividend of Rs. 0.65 (Sixty-five Paisa Only ) (6.5%) per fully paid-up equity share of face value Rs. 10 each for the financial year ended 31st March 2026. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM"). The dividend, if approved, shall be paid in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

During the financial year under review, your Directors do not propose to transfer any amount to the General Reserve, as the same is not mandatorily required under the applicable provisions of the Companies Act, 2013

The Indian automotive industry recorded a production of 34.70 million vehicles, registering a growth of 11.84%. Production of medium and heavy commercial vehicles also witnessed strong performance, growing by 13.00%, with around 0.44 million vehicles produced.

Your Company's net sales during the year 2025-26 was 34,228 lakhs as compared to the previous year 34,916.23 lakhs. While your Company increased the domestic turnover by 9%, there was a drop of 17% in Export segment.

Your company's Increase in turnover results mainly from the domestic OEM segment 11% and is largely driven by the increase in vehicle production during the 2025-26. In the independent aftermarket there was an increase 4% from the last financial year . Your Company is taking actions to increase its sales to both wholesale distributors (who serve small retailers) and direct to large stockists and thus better serves the domestic independent aftermarket mechanics and fleets.

Export sales recorded a decline of 17%. Your Company's primary North American export markets showed significant declines due to US tariffs of 50% followed by Mexican tariffs. The Supreme Court ruling of 20 Feb 2026, reversed the tariffs, and sales are expected to strengthen in FY 2025-26 if new tariffs are not imposed. Supply chain threats due to disruptions in the Red sea or straits of Mallaca can affect both raw material receipt and customer deliveries and your Company is taking measures to reduce the impact of emergent situations and minimize customer impact. Your Company has successfully introduced premium copper free commercial vehicle brake pads in North America and is seeing good market acceptance and adoption. Your company has also introduced Commercial Vehicle lined shoe assembly for customers in North America & Australia, which is getting good market acceptance.

At a time when foreign exchange generation is a national necessity, your company's net foreign exchange in the year under review was Rs. 12,152.03 lakhs which while positive, declined from Rs. 14,464.01 lakhs in 2025-26.

While the broad economic consensus is that India will continue to be the fastest growing major economy, there are significant challenges that macroeonomic policy will have solve including a potentially poor monsoon, limited availability and high prices for energy, re-imposition of tariffs, and new global conflicts. While vehicle manufacturers are positive about the first half, there are concerns about how the second half of the year will develop.

Your company is also expanding its range and presence in the Indian aftermarket which is expected to fuel growth in 2026-27 and beyond.

The impact of "Reciprocal tariffs" by the US administration significantly slowed business with that country, however your company has mitigated some of the impact by expanding business across other geographies. Your company has initiated testing of novel reusable products that will mitigate any future tariffs and can improve environmental impact, logistics costs, and customer unit economics.Your company has also started developing niche Industrial and Railway friction products which have received initial customer approvals and commercial supplies are planned to commence from the second quarter of 2026.

Your company's R&D facility located in Padi continues to be recognized as an approved R&D unit by the Department of Scientific & Industrial Research (DSIR), Ministry of Science & Technology, Government of India, New Delhi, and the recognition is valid up to 31.03.2027.

During the year under review, the focus of the department was on increasing product range and capacity in CV & PV pads, capacity and efficiency in CV linings, and export industrial and railway friction. Energy cost optimization efforts- which especially pertinent as the cost of energy increased substantially- continued in the year under review and will be accelerated in the coming year.

The total expenditure for R&D incurred in 2025-26 was 657.05 lakhs as against 661.89 lakhs in the previous year.

During the year under review, your company has not issued any type of Shares. Hence there is no change in the share capital of the company.

Your Company's shares are in compulsorily tradable securities in electronic form. As on March 31, 2026, Equity Shares 38,71,486 representing 98.40% of the paid-up share are in dematerialised form and Equity Shares 63,089 representing 1.60% of the paid-up share are in physical form.

Pursuant to Section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven consecutive years from the date of transfer of such amount to unpaid dividend account. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall also be transferred to the demat account of IEPF Authority.

During this year, no shares / Dividends amounts were liable to be transferred to the IEPF authority. Further, Members/ claimants whose shares, and / or unclaimed dividend which have been transferred pertaining to the earlier financial years to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund of dividend by making an application to the IEPF Authority in Form IEPF-5 (available on http:// www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time.

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended 31st March, 2026 forms part of this Annual Report.

The Board of Directors met 5 (five) times during the financial year ended 31st March, 2026 i.e., 25th May 2025 , 04th August 2025, 11th November 2025, 06th February 2026 and 09th March 2026. The gap between the Board meetings was within the maximum period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended and notified from time to time. Detailed statement of attendance of directors at the Board Meetings and other meeting of all Committees held during the financial year ended 31st March, 2026 are given in the Corporate Governance report which is forming part of this Annual Report.

During the financial year, there was 2 Circular Resolution was passed by the Board of Directors.

As on March 31, 2026, your Board comprises of six (6) Directors with an optimum combination of Executive and Non-Executive Directors. Out of six (6), three (3) are Independent Directors, two (2) Non-Executive Non-Independent Directors and an Executive Director of the Company.

1.Ms. Sandhya Subramanyam retired as Independent Director of the Company with effect from 05th August, 2025 upon completion of her second term .she was a member of Nomination Remuneration Committee ,Stakeholders Relationship Committee , Chairman of Audit Committee

2.On 04th August, 2025, Mr. Rahul Rakesh Agrawal (DIN: 01226996) was appointed as an Additional Non-Executive Independent Director for a term of five consecutive years from 04th August, 2025 to 03rd August, 2030, and subsequently the Company obtained shareholders' approval through Postal Ballot.

3.On 25th May 2026, Ms. Shrikirti Mahesh (DIN: 11704129) was appointed as an Additional Non-Executive, Non-Independent Director of the Company, and the same is being placed before the 52nd Annual General Meeting for the approval of the shareholders of the Company.

Pursuant to Section 152(6)(c) of Companies Act, 2013, during the financial year, Ms. Shobhana Ramachandran, Non-Executive Non Independent Director of the Company, being liable to retire by rotation, retired by rotation at the 51th Annual General Meeting of the Company held on 24th July, 2025 and being eligible, was re-appointed.

Further, Pursuant to Section 152(6) (c) of Companies Act, 2013, Mrs. Shripriya Mahesh Ramanan, Non-Executive Non Independent Director of the Company who retires by rotation and being eligible for re-appointment, offers herself for re-appointment as a Director of the Company and the same is being placed before the 52nd Annual General Meeting for approval of shareholders of the Company.

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, are as follows: Mr. Krishna Mahesh, Managing Director Mr. Hari S, Chief Financial Officer (Appointed on 09 March 2026)

1. Mr. V. Srinivasan resigned from the position of Chief Financial Officer (KMP) with effect from 09th February, 2026, and subsequently Mr. Hari S was appointed as Chief Financial Officer (KMP) with effect from 09th March, 2026.

2. Mr. J. R. Vishnu Varthan resigned from the positions of Company Secretary (KMP), Compliance Officer and Nodal Officer with effect from closure of business hours on 18th March, 2026 and Mr. Pradeep Kumar Nath who is a qualified Company Secretary was appointed as the Company Secretary and Compliance Officer of the Company with effect from 25th May, 2026.

Pursuant to Section 177(8) of Companies Act, 2013, the Company had constituted an Audit Committee. The particulars of composition of the Audit Committee, meetings held during the year and other particulars have been detailed in the Corporate Governance Report forming part of this Annual Report.

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations which were unaccepted by the Board of Directors of the Company during the year under review.

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule - V thereof, the Management Discussion and Analysis report has been annexed to the Board's Report as ANNEXURE - V and forms a part of the Annual Report.

The Company has received declarations from all the Independent Directors who are occupying the Board as on the end of financial year 2025-26 confirming that they continue to meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made under there at. The format of the said Disclosure is given as ANNEXURE - IV which forms part of this Annual Report.

The Company believes that a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on Director's appointment, remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The key highlights of the policy forms part of this Report. The entire Nomination and Remuneration Policy may be accessed on the Company's website at https://www.tvsbrakelinings.com/sebi.php

The Company has adopted a Whistle Blower Policy establishing vigil mechanism to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of Vigil mechanism is available on the Company's website https://www.tvsbrakelinings.com/images/assets/pdf/SEBI/Vigl%20Mechanism-Whistle%20Blower%20Policy.pdf. No complaint has been received from any employee since inception of the vigil mechanism.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2025-26 of the Company to which the financial statements relate and date of the report.

Pursuant to the requirement under Sections 134(3) (c) and 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31st March, 2026 the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures wherever applicable;

i. the Directors have 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 your Company as at 31st March, 2026 and of the Profit/Loss of your Company for the year ended on that date.

ii. the Directors have 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 your Company and for preventing and detecting fraud and other irregularities;

iii. that they had prepared the annual accounts on a going concern basis;

iv. the Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively and

v. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

There are no Subsidiary or Associate Company or JV companies and hence these disclosures are not applicable.

The Annual Return of the Company as on 31st March, 2026 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.tvsbrakelinings.com/sebi-25-26.php

The Annual Accounts of the Company including its Balance Sheet, Statement of Profit and Loss and Cash Flow Statement including the Notes and Schedules to the Accounts have been audited by M/s. Brahmayya & Co, Chartered Accountants, Chennai. The Independent Auditors' Report given by the Auditors on the financial statements of the Company is forming part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report which requires any explanation / comments by the Board.

Pursuant to the Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. V. Suresh Associates, Practicing Company Secretaries, Chennai as the Secretarial Auditors of the Company for conducting the Secretarial Audit for period of 5 years from the FY 2025-2026 to 2029-2030 at the meeting of Board of Directors held on 25th May, 2025. The Secretarial Audit Report for the Financial Year 2025-26 does not contain any adverse remark, qualification or reservation or disclaimer which requires any explanation / comments by the Board.

Expect the following:

• The NSE imposed a fine of Rs. 3.28 Lakhs on the Company for non-compliance with the composition requirements under Regulations 18, 19 and 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same has been paid on 25.02.2026.

Board's Reply: The Company has always endeavoured to maintain the highest standards of corporate governance and compliance. Upon receipt of the notice from NSE, the matter was reviewed promptly, and necessary corrective actions were initiated to ensure full compliance with the applicable provisions. The fine amounting to Rs. 3.28 Lakhs was duly paid on 25.02.2026.

• The Company filed an Integrated Financial Results for the quarter ended 30th June 2025 to NSE on time. However, with respect to the filing with BSE filing, there was a delay of five days for the same.

Board's Reply: The Board wishes to clarify that the Integrated Financial Results for the quarter ended 30th June 2025 were filed with NSE within the prescribed timelines. However, there was an inadvertent delay of five days in filing the same with BSE due to an administrative and procedural oversight. The delay was unintentional and did not have any impact on the dissemination of financial information to stakeholders, as the results were already available in the public domain through NSE within the stipulated timeline. Upon identification of the lapse, the Company immediately completed the filing with BSE.

• The Company made a disclosure under Regulation 30 (LODR) with respect to the resignation of the Company Secretary/Compliance Officer, pursuant to his resignation letter dated 06th February, 2026. However, the disclosure for the same was not made under Regulation 30 read with Clause 7C of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board's Reply: The Company had received the resignation letter dated 06 February 2026 from the Company Secretary and Compliance Officer. Upon noting and accepting the said resignation, the Company duly intimated the Stock Exchange under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within the prescribed timeline. The relevant information pertaining to the resignation of the Company Secretary and Compliance Officer had already been disclosed to the Stock Exchange and disseminated to all stakeholders in compliance with the applicable provisions and within the prescribed time.

The Secretarial Audit Report is forming part of this Annual Report.

Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013, M/s. Sundaram and Srinivasan, Chartered Accountants, Chennai are the Internal Auditors of the Company, who were appointed in the Board meeting held on 25th May, 2026. They have been carrying out their Audit as per the Plan submitted to and approved by Audit Committee.

The Audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each quarter in consultation with the Audit Committee. These audits are based on risk based methodology and inter alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the financial year for corrective action. The Audit Committee oversees the work of Internal Auditors.

Cost Audit is not applicable to the Company from the Financial Year 2014-15 based on the amended Companies (Cost Audit & Record) Rules 2014 dated 31st December 2014 issued by the Ministry of Corporate Affairs, Govt. of India.

There are no qualifications in Statutory Auditors' Report and in Secretarial Auditors' Report.

The auditors of the Company have stated that during the course of their audit, there were no material fraud by the Company or on the Company by its officers or employees noticed or reported in Independent Auditors' Report which forms part of this Report. Hence, no requirement arises to report the same to Audit Committee or Board of Directors of the Company.

During the Financial Year 2025-26, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

Information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014

• Replacing plant-scale furnace oil fired thermopacs with electrically powered individual mould heating to proactively address rising energy prices and emissions. These improvements are being replicated at all of our factories.

• Resizing air compressors to reduce power consumption.

• Initiative taken to reducing the sizes of and losses from Dust control units thereby reducing the power consumption.

• Improving heat insulation in Curing presses across all the plants.

• Optimizing curing times to minimize wasted energy in bottlenecked machines.

• Redesign of layout, regrouping and resizing machines to reduce the power & manpower requirements is continuing.

• In the financial year 2025-26, the Company has sourced 86% of its energy requirement through procurement of Renewable Energy (Wind & Solar)

The measures taken above have helped in reducing fuel cost for the machines where it has been implemented and will reduce the overall energy cost for SBL, in the years to come. Steps are being taken to source more than 75% of the energy requirement through procurement of Renewable Energy (Wind & Solar).

(1) Specific areas in which R&D carried out by the company

• Benchmarked and developed Economy Grade Drum Brake Linings for Medium & Heavy Bus applications for Domestic Aftermarket.

• Developed Drum Brake Linings for Heavy Duty Defense Vehicle OEM applications

• Developed two-wheeler brake shoes for heavy duty export market

• Developed disc pads for EV bus (noise sensitive) OEM and premium Aftermarket applications

• Developed copper-free (N-level) pads for Heavy Commercial Vehicle Export application to meet Regulatory requirements

• Developed high-life woven clutch facings for Domestic OEM & aftermarket premium applications

• Developed friction pads for industrial and railway applications for export

• Developed friction blanks/flat sheets for export disc brake pad applications

• Developed Light weight Engineered GFRP Battery support structure for Heavy duty commercial vehicle EV applications

• Developed Light weight Engineered GFRP Battery Cradle for Light duty commercial vehicle EV applications

• Developed CFRP / AFRP Drone structural parts for Defense drones applications

• Developed CFRP Structural Arm parts for Agri Drones applications

• Developed Standard components like CFRP Square tubes , Round tubes and Flatsheets with Various profiles and dimensions for Various Drone customers

• Developed Leightweight Engineered Load Body for various Light duty commercial vehicle EV Applications

• Developed CFRP Body parts for Domestic 2 wheeler EV bike Applications

• Development of Zero trim Moulding technology for GFRP Structural parts

(2) Benefits derived as a result of the above

• Continued recognition of in-house R&D by Department of Scientific and Industrial Research (DSIR), Government of India

• Obtained approval and commercialized drum brake linings, disc pads and clutch facings for various OEM and Aftermarket applications

(3) Future Plan of action

• Development of Disc pads and Drum brake linings for various passenger and commercial vehicle applications in Domestic OEM, Aftermarket & Export Markets to meet precise customer requirements and stringent standards using in-house AI enabled formulation tool

• Development of riveted disc pads (patent applied) that offer improved performance, better Total Cost of Ownership and sustainability for domestic and export markets

• Development of Zero Emission Brake to meet Euro 7 regulations

• Development of Woven Clutch Facings for commercial vehicle applications in Domestic OEM & Export Markets

• Development of specialized resins with improved thermal stability for various product applications

• Reduction in Raw material costs through yield improvement, process optimization, and development of alternative sources & materials.

• Improvement in process technology, in order to augment production capacity with minimum capital outlay.

(Rs.in Lakhs)

1. Efforts in brief, made towards technology absorption, adaptation and innovation

• Process optimization for Quality Improvement through Thermo Electric Heating System (TEHS)/ Electric Heating System (EHS) - each curing mould is closely controlled by individual heating system in place of centralized heating system.

• Process Cycle-time optimisation through detailed study of curing process

• Product and Process improvement by benchmarking the product against fellow global leaders

• Development of recycling process for waste re-use.

2. Benefits derived as a result of the above efforts

• Development of superior and competitive products for Export and Domestic markets

• Quality upgradation and optimal use of resources leading to savings

• Reduction in pollution, improving sustainability of environment

(Rs.in Lakhs)

During the year 2025-26, there have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.

Change in nature of business, if any: Nil

Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: Not Applicable

The Company has an adequate internal control system which is commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and there by strengthen the controls. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Independent Auditors' Report.

During the year, the Company has not given any loan (Secured or Unsecured) or guarantees covered under the provision of Section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements, which form part of this Annual Report.

The Company firmly provides a safe, supportive and friendly workplace environment - a workplace where our values come to life through the underlying behaviours. Positive workplace environment and a great employee experience are integral parts of our culture.

No woman employee has been engaged by the Company. Hence the compliance under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 does not arise.

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has framed Risk Management Policy, which lays down the framework to define, assess, monitor and mitigate the business, operational, financial and other risks associated with the business of the Company.

All the risks associated with the business of the Company have been taken care of by taking adequate measures by the Company, which have been reviewed by the Audit committee and the Board in their meetings held from time to time.

The Company has been addressing risks impacting the Company in Management Discussion and Analysis Report which forms part of this Annual Report.

In compliance with the requirements of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Board of Directors have framed a policy on CSR as recommended by the CSR committee duly constituted and the said policy is available on the Company's website https://www.tvsbrakelinings.com/images/assets/pdf/SBL%20CSR%20Policy.pdf The composition and terms of reference of the CSR Committee are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The disclosure on Corporate Social Responsibility initiatives during the financial year has been provided in ANNEXURE - III which forms part of this Annual Report.

During the financial year, all the related party transactions entered by the Company were ordinary business transactions in the ordinary course of business and on arm's length basis and there were no transactions requiring approval of the Shareholders. However, prior approval of the Audit Committee was sought for entering into the Related Party Transactions as required under Companies Act, 2013 read with rules made thereunder and Regulation 23 (2) of SEBI Listing Regulations, 2015. Further, the details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approvals given are also placed before the Audit Committee for its review on a quarterly basis.

During FY 2025-26, there were no material related party transactions in terms of Regulation 23 of the SEBI Listing Regulations, 2015.

Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out in the ANNEXURE - II to the report.

The Company has adopted a policy on materiality of related party transactions and dealing with Related Party Transactions and the same is disclosed on the website of the Company, viz., https://www.tvsbrakelinings.com/ images/assets/pdf/SEBI/Policy%20on%20dealing%20with%20related%20party%20transactions.pdf

The Company's Related party transactions have been made to meet the requirements of operations and at an arm's length basis and have been entered in the ordinary course of business.

In terms of Section 134 (3) (p) of the Companies Act, 2013 and Regulation 4(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board reviewed and evaluated its own performance from the following perspectives:

• Company Performance;

• Risk management;

• Corporate Ethics;

• Performance of the Individual Directors; and

• Performance of the Committees, viz., Audit Committee, Nomination and Remuneration Committee (NRC) and Corporate Social Responsibility Committee & Stakeholders' Relationship Committee (SRC).

The Board has carried out an annual evaluation of its own performance, the directors and also Committees of the Board based on the guidelines formulated by the Nomination & Remuneration Committee under Self-evaluation method. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process.

The Board, upon evaluation, considered that the Board is well balanced and diverse and is commensurate with the business profile and size of the Company.

The Board reviewed and noted with satisfaction of its own performance and that of its Committees and individual Directors.

In terms of the first proviso to Section 136 of the Act, these reports and accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary. 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 52st Annual General Meeting.

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 - I and forms part of this Report.

The Company has framed a Code of Conduct for the Board of Directors and Senior Management personnel of the Company. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on 31st March, 2026. The Code of Conduct is available on the Company's website https://www.tvsbrakelinings.com/images/assets/pdf/SEBI/Code%20of%20conduct%20For%20Directors%20and%20Senior%20Management%20Personnel.pdf.

As required under Regulation 34(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration from Mr. Krishna Mahesh, Managing Director to this effect is annexed to the Report on corporate governance which forms part of this Annual Report.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016

There was no instance of one time settlement with any Bank or Financial Institution

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the FY 2025-26.

There was no revision of financial statements and the Board's Report.

The equity shares of the Company are listed on the Stock Exchange viz., National stock exchange of India Ltd (NSE). The Company paid the applicable listing fees to the Stock Exchange within the stipulated time for the financial year 2025-26.

During the year under review, the Company received a communication from ICRA Limited regarding the credit rating assigned to the Company's working capital facilities. ICRA has reaffirmed the existing credit ratings of the Company's working capital limits; however, the outlook has been revised from "Stable" to "Negative".

The details of the credit ratings are provided below:

The revision in outlook reflects ICRA's assessment of the prevailing business and financial risk profile of the Company. The management continues to monitor the business environment closely and is taking appropriate measures to improve operational and financial performance.

Your company has taken adequate steps to adhere to all the conditions laid down in SEBI (Listing obligations and disclosure requirements) regulations, 2015 with respect to Corporate Governance. Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule-V thereof, the report on Corporate Governance has been furnished in the Annual Report and forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing obligations and disclosure requirements) regulations, 2015 forms part of this Annual Report.

The Managing Director and the Chief Financial officer of the Company have certified to the Board the financial statements and other matters in accordance with the Regulation 17(8) of the SEBI (Listing obligations and disclosure requirements) regulations, 2015 pertaining to CEO/CFO certification for the financial year ended 31st March 2026 and the same is enclosed as part of Annual Report.

Employee relations have been very cordial during the financial year ended 31st March, 2026. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year.

Your Directors wish to thank State Bank of India and Standard Chartered Bank for their continued support and assistance.

Your Directors wish to thank all the Customers, the wholesalers both in India and worldwide for their continued support.

Your Directors wish to place on record their sincere appreciation for the good work of all the employees of the Company.

A. Disclosure with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as follows:

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

1. Details of contracts or arrangements or transactions not on an arm's length basis

All transactions entered into by the Company during the year with related parties were on an arm's length basis.

2. Details of material contracts or arrangement or transactions at an arm's length basis

The transactions entered into by the Company during the year with related parties on an arm's length basis were not material in nature.