TVS Motor Company CEO, chairman, board of directors and AGM

• Appointment of Ms Kalpana Unadkat (DIN: 02490816) as a Non-Executive Independent Director of the Company for a period of five consecutive years effective 15th December 2025

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, The Wealth Company Mutual Fund, Trust Mutual Fund, Unifi Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, HDFC Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual Fund, Unifi Mutual FundMs. Kalpana Unadkat, 55, is former Co-Head (India practice) at Ashurst, a UK-based law firm. She was earlier Partner at Khaitan & Co. She is a Solicitor registered with the Bombay Incorporated Law Society and the Law Society of England & Wales. She also advises on board effectiveness around issues of corporate governance, leadership, organizational climate and decision-making. She has been an Independent Director on the board of TVS Credit Services Limited, a group company, since July 2021 and was a director on TVS Housing Finance Private Limited from 18 June 2018 till 7 July 2021. We consider her overall association with the group while computing her tenure. We do not support the appointment of independent directors if their aggregate tenure with the company or the group exceeds ten years anytime during the proposed tenure at the time of appointment / reappointment, as we believe that this is not in line with the spirit of the regulations. We are unable to support the resolution.
  • Angel One Mutual FundGovernance Concern: Proposed term will lead to prolonged association with the Group.
  • Baroda BNP Paribas Mutual FundNo concern on the merit of proposed appointee. Governance Concern: Proposed term will lead to prolonged association with the Group. Independence in its true sense is questionable, as the person was associated with a group company in the past - TVS Housing Finance Private Limited and is currently serving as Director in TVS Credit Services Limited since July, 2021. Therefore, at the end of her proposed term as ID, her total association at the group level would exceed 10 years.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual Fund, Trust Mutual Fund, Zerodha Mutual FundNo concern on the merit of proposed appointee. Governance Concern: Proposed term will lead to prolonged association with the Group.
  • Franklin Templeton Mutual FundA vote AGAINST the nominee is warranted because Kalpana Unadkat is associated with company's step down subsidiary and a subsidiary company for over seven years. The proposed appointment is for a five year period, and consequently, her association with the company will exceed 10 years.
  • HSBC Mutual FundKalpana Unadkat is associated with company's step down subsidiary and a subsidiary company for over seven years. The proposed appointment is for a five year period, and consequently, her association with the company will exceed 10 years.
  • Invesco Mutual FundMs. Kalpana Unadkat, 55, is former Co-Head (India practice) at Ashurst, a UK-based law firm. She was earlier Partner at Khaitan & Co. She is a Solicitor registered with the Bombay Incorporated Law Society and the Law Society of England & Wales. She also advises on board effectiveness around issues of corporate governance, leadership, organizational climate and decision-making. She has been an Independent Director on the board of TVS Credit Services Limited, a group company, since July 2021 and was a director on TVS Housing Finance Private Limited from 18 June 2018 till 7 July 2021. We consider her overall association with the group while computing her tenure. We do not support the appointment of independent directors if their aggregate tenure with the company or the group exceeds ten years anytime during the proposed tenure at the time of appointment / reappointment, as we believe that this is not in line with the spirit of the regulations. We are unable to support the resolution
  • Nippon India Mutual FundGovernance Concern: Prolonged association with the Group.

  20 for19 against

• Adoption of the Audited Financial Statements (standalone & consolidated) of the Company and the reports of the Board of Directors and the Auditors for the year ended 31st March 2025

  34 for0 against
• Re-appointment of Mr Venu Srinivasan as Director, who retires by rotation.

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Quantum Mutual Fund, Unifi Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance Concern: Chairman Emeritus also serves on the Board as a Director. Holding two full-time positions.
  • Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance Concern: Chairman Emeritus also serves on the Board as a Director. Holding 2 full-time positions.
  • Invesco Mutual FundVenu Srinivasan, 72, is Chairperson Emeritus and Managing Director, TVS Motor Company Ltd. He is also Non-Executive Chairperson, TVS Holdings Limited and Chairperson Emeritus and Managing Director of Sundaram-Clayton Limited. He has attended all five board meetings (100%) in FY25. He retires by rotation and his reappointment is in line with statutory requirements.However, we believe that as Chairperson Emeritus and Managing Director on the board, his current role and the board hierarchy are unclear. ‘Chairperson Emeritus’ is an honorary position and not a board position, with no specific role defined under regulations. Venu Srinivasan’s two designations as Chairperson Emeritus and Managing Director, are inconsistent with each other. Further, he continues as an Executive Director designated as Managing Director while Sudarshan Venu, his son, is Managing Director from 5 May 2022 and will be re-designated as Chairperson and Managing Director from 25 August 2025. The roles and responsibilities between the two are unclear. While we recognize Venu Srinivasan’s role in building the business, we believe the board must provide clarity with respect to his role. We do not support the resolution
  • Kotak Mahindra Mutual FundVenu Srinivasan, 72, is Chairperson Emeritus and Managing Director, TVS Motor Company Ltd. He is also Non-Executive Chairperson, TVS Holdings Limited and Chairperson Emeritus and Managing Director of Sundaram-Clayton Limited. He has attended all five board meetings (100%) in FY25. He retires by rotation and his reappointment is in line with statutory requirements. We believe that as Chairperson Emeritus and Managing Director on the board, his current role and the board hierarchy are unclear. Chairperson Emeritus is an honorary position and not a board position, with no specific role defined under regulations. Venu Srinivasan s two designations as Chairperson Emeritus and Managing Director, are inconsistent with each other. Further, he continues as an Executive Director designated as Managing Director while Sudarshan Venu, his son, is Managing Director from 5 May 2022 and will be re-designated as Chairperson and Managing Director from 25 August 2025. The roles and responsibilities between the two are unclear. Hence, we do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Chairman Emeritus also serves on the Board as a Director. Holding 2 full-time positions.
  • Quantum Mutual FundFor the following Governance reason we vote against the Resolution. Mr. Venu Srinivasan holds the position of Chairman Emeritus & MD in the company. We believe that as Chairperson Emeritus and Managing Director on the board, his current role and the board hierarchy are unclear. ‘Chairperson Emeritus’ is an honorary position and not a board position, with no specific role defined under regulations. The roles and responsibilities between the two are unclear. Therefore, we do not favour the resolution.
  • Unifi Mutual FundVenu Srinivasan, 72, is Chairperson Emeritus and Managing Director, TVS Motor Company Ltd. He is also Non-Executive Chairperson, TVS Holdings Limited and Chairperson Emeritus and Managing Director of Sundaram-Clayton Limited. He has attended all five board meetings (100%) in FY25. He retires by rotation and his reappointment is in line with statutory requirements. However, we believe that as Chairperson Emeritus and Managing Director on the board, his current role and the board hierarchy are unclear. ‘Chairperson Emeritus’ is an honorary position and not a board position, with no specific role defined under regulations. Venu Srinivasan’s two designations as Chairperson Emeritus and Managing Director, are inconsistent with each other. Further, he continues as an Executive Director designated as Managing Director while Sudarshan Venu, his son, is Managing Director from 5 May 2022 and will be re-designated as Chairperson and Managing Director from 25 August 2025. The roles and responsibilities between the two are unclear. While we recognize Venu Srinivasan’s role in building the business, we believe the board must provide clarity with respect to his role. We do not support the resolution.
  • UTI Mutual FundVenu Srinivasan, 72, is Chairperson Emeritus and Managing Director, TVS Motor Company Ltd. He is also Non-Executive Chairperson, TVS Holdings Limited and Chairperson Emeritus and Managing Director of Sundaram-Clayton Limited. He has attended all five board meetings (100%) in FY25. He retires by rotation and his reappointment is in line with statutory requirements. However, we believe that as Chairperson Emeritus and Managing Director on the board, his current role and the board hierarchy are unclear. ‘Chairperson Emeritus’ is an honorary position and not a board position, with no specific role defined under regulations. Venu Srinivasan’s two designations as Chairperson Emeritus and Managing Director, are inconsistent with each other. Further, he continues as an Executive Director designated as Managing Director while Sudarshan Venu, his son, is Managing Director from 5 May 2022 and will be re-designated as Chairperson and Managing Director from 25 August 2025. While we recognize Venu Srinivasan’s role in building the business, we believe the board must provide clarity with respect to his role. We do not support the resolution.

  23 for11 against
• Non filling up of the vacancy caused by retirement by rotation of Prof Sir Ralf Dieter Speth (DIN 03318908) as Director, who does not offer himself for re-appointment.

  34 for0 against
• Appointment of M/s. Sriram Krishnamurthy & co., Company Secretaries as Secretarial Auditors for a term of five consecutive years.

  34 for0 against
• Ratification of Remuneration payable to M/s C S Adawadkar & Co, Practising Cost Accountant as Cost Auditor for the financial year 2025-26

  33 for0 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Considering and approving the Scheme of arrangement between TVS Motor Company Limited and its shareholders pursuant to the provisions of Section 230 - 232 of the Companies Act, 2013 ("the Act") and other applicable provisions of thereof and applicable rules thereunder.MoreLess

  30 for0 against

• Re-Appointment of Mr Venu Srinivasan (holding DIN: 00051523) as Chairman Emeritus and Managing Director for a further period of five (5) years from 24th April 2025

  ›Against 360 One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Helios Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundRe-appointment compliant with law. No concern on merit / suitability of appointee. Governance Concern: Combined position as Chairman Emeritus & MD, Excessive time commitments due to two full-time positions.
  • Bank of India Mutual FundWe estimate Venu Srinivasan’s FY26 remuneration at Rs. 21.2 mn. We note that apart from this, he will receive remuneration from listed group entities: as Chairperson Emeritus and Managing Director of Sundaram-Clayton Limited and Non-Executive Chairperson of TVS Holdings Limited. His remuneration from all entities aggregated Rs. 17.8 mn in FY24. While the proposed remuneration is in line with the industry peers and commensurate with the size and complexities of the company’s operations, we do not support his reappointment. We believe that as Chairperson Emeritus and Managing Director on the board, his current role and the board hierarchy are unclear. ‘Chairperson Emeritus’ is an honorary position with no specific role defined under regulations. Venu Srinivasan’s two designations as Chairperson Emeritus and Managing Director, are inconsistent with each other.Further, he continues as an Executive Director designated as Managing Director while Sudarshan Venu, his son, has also been appointed as Managing Director from 5 May 2022. The roles and responsibilities between the two are unclear. While we recognize Venu Srinivasan’s role in building the business, we believe the board must provide clarity with respect to his role.In addition, the structure also covers all medical expenses for self and family- these expenses are personal in nature and must be borne by the directors themselves. The remuneration structure provides flexibility for reimbursement at actuals for travels including foreign travels for entire family in case LTA component, which has a more limited scope, is not availed. We do not support the resolution.
  • Baroda BNP Paribas Mutual FundRe-designation compliant with law. No concern on the merits of the appointee. Governance Concern: Combined position of Chairperson & Managing Director may lead to concentration of power in the hand of single person. Combining the position of Chairman with executive positions blurs the demarcation between Board and Management.
  • Invesco Mutual FundWe estimate Venu Srinivasan’s FY26 remuneration at Rs. 21.2 mn. We note that apart from this, he will receive remuneration from listed group entities: as Chairperson Emeritus and Managing Director of Sundaram-Clayton Limited and Non-Executive Chairperson of TVS Holdings Limited. His remuneration from all entities aggregated Rs. 17.8 mn in FY24. While the proposed remuneration is in line with the industry peers and commensurate with the size and complexities of the company’s operations, we do not support his reappointment. We believe that as Chairperson Emeritus and Managing Director on the board, his current role and the board hierarchy are unclear. ‘Chairperson Emeritus’ is an honorary position with no specific role defined under regulations. Venu Srinivasan’s two designations as Chairperson Emeritus and Managing Director, are inconsistent with each other. Further, he continues as an Executive Director designated as Managing Director while Sudarshan Venu, his son, has also been appointed as Managing Director from 5 May 2022. The roles and responsibilities between the two are unclear. While we recognize Venu Srinivasan’s role in building the business, we believe the board must provide clarity with respect to his role. In addition, the structure also covers all medical expenses for self and family- these expenses are personal in nature and must be borne by the directors themselves. The remuneration structure provides flexibility for reimbursement at actuals for travels including foreign travels for entire family in case LTA component, which has a more limited scope, is not availed. We do not support the resolution
  • Kotak Mahindra Mutual FundWhile the proposed remuneration is in line with the industry peers and commensurate with the size and complexities of the company s operations, we do not support his reappointment. We believe that as Chairperson Emeritus and Managing Director on the board, his current role and the board hierarchy are unclear. Chairperson Emeritus is an honorary position with no specific role defined under regulations. Venu Srinivasan s two designations as Chairperson Emeritus and Managing Director, are inconsistent with each other. In addition, the structure also covers all medical expenses for self and family- these expenses are personal in nature and must be borne by the directors themselves. The remuneration structure provides flexibility for reimbursement at actuals for travels including foreign travels for entire family in case LTA component, which has a more limited scope, is not availed. Hence voting against.
  • Mahindra Manulife Mutual FundWhile we recognize Venu Srinivasan’s role in building the business, we believe the board must provide clarity with respect to his role. His remuneration from all entities aggregated Rs. 17.8 mn in FY24. While the proposed remuneration is in line with the industry peers and commensurate with the size and complexities of the company’s operations, we do not support his reappointment. We believe that as Chairperson Emeritus and Managing Director on the board, his current role and the board hierarchy are unclear. Venu Srinivasan’s two designations as Chairperson Emeritus and Managing Director, are inconsistent with each other. Further, he continues as an Executive Director designated as Managing Director while Sudarshan Venu, his son, has also been appointed as Managing Director from 5 May 2022. The roles and responsibilities between the two are unclear.
  • Nippon India Mutual FundProfile of the Candidate
  • PPFAS Mutual FundCombined position as Chairman Emeritus & MD
  • Quantum Mutual FundFor the following Governance reason we vote against the resolution. Mr. Venu Srinivasan’s FY26 remuneration at Rs. 21.2 mn. He will also receive remuneration from listed group entities: as Chairperson Emeritus and Managing Director of Sundaram-Clayton Limited and Non-Executive Chairperson of TVS Holdings Limited. Mr. Srinivasan’s remuneration from all entities aggregated Rs. 17.8 mn in FY24 which is reasonable considering size of the company. However, he holds the position of Chairman Emeritus & MD of the company. We are of the view that the role of Chairman Emeritus is for advisory purpose in the company. If the member of the Board is made Chairman Emeritus, he becomes accountable for all the acts, deeds done as a Board member and may not be able to provide advice independently. Further, the role of Chairman Emeritus & MD might lead to concentration of power. We are of the view that as per best practice, the positions must be separate. It may also be noted that the current Chairman on the board is also a Non-Executive Director meaning the director is not independent of management. Given that there is Chairman Emeritus & MD and a non-independent chairman, we do not favour the resolution.
  • UTI Mutual FundWe estimate Venu Srinivasan’s FY26 remuneration at Rs. 21.2 mn. We note that apart from this, he will receive remuneration from listed group entities: as Chairperson Emeritus and Managing Director of Sundaram-Clayton Limited and Non-Executive Chairperson of TVS Holdings Limited. His remuneration from all entities aggregated Rs. 17.8 mn in FY24. While the proposed remuneration is in line with the industry peers and commensurate with the size and complexities of the company’s operations, we do not support his reappointment. We believe that as Chairperson Emeritus and Managing Director on the board, his current role and the board hierarchy are unclear. ‘Chairperson Emeritus’ is an honorary position with no specific role defined under regulations. Venu Srinivasan’s two designations as Chairperson Emeritus and Managing Director, are inconsistent with each other. Further, he continues as an Executive Director designated as Managing Director while Sudarshan Venu, his son, has also been appointed as Managing Director from 5 May 2022. The roles and responsibilities between the two are unclear. While we recognize Venu Srinivasan’s role in building the business, we believe the board must provide clarity with respect to his role. We do not support the resolution.

  19 for16 against

• Adoption of the Audited Financial Statements (standalone & consolidated) of the Company and the reports of the Board of Directors and the Auditors for the year ended 31st March 2024

  32 for0 against
• Re-appointment of Mr K N Radhakrishnan, as a Director, liable to retire by rotation

  32 for0 against
• Not filling up the vacancy caused by the retirement of Dr. Lakshmi Venu, as a Director, who does not offer herself for re-appointment

  32 for0 against
• Ratifying the remuneration payable to M/s C S Adawadkar & Co., Cost Auditors for the financial year 2024-25

  32 for0 against