We have audited the accompanying standalone financial
statements of TVS Supply Chain Solutions Limited ("the
Company"), which comprise the Balance sheet as at March
31,2026, the Statement of Profit and Loss, including the
statement of Other Comprehensive Income, the Cash Flow
Statement and the Statement of Changes in Equity for the
year then ended, and notes to the standalone financial
statements, including a summary of material accounting
policies and other explanatory information.
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013, as amended ("the
Act") in the manner so required and give a true and fair
view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31,2026, its profit including other comprehensive
loss, its cash flows and the changes in equity for the year
ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
(SAs), as specified under Section 143(10) of the Act.
Our responsibilities under those Standards are further
described in the 'Auditor's Responsibilities for the Audit
of the Standalone Financial Statements' section of our
report. We are independent of the Company in accordance
with the 'Code of Ethics' issued by the Institute of
Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide
a basis for our audit opinion on the standalone financial
statements.
Key Audit Matters
Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements for the
financial year ended March 31,2026. These matters were
addressed in the context of our audit of the standalone
financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters. For each matter below, our description
of how our audit addressed the matter is provided in that
context.
We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
Auditor's responsibilities for the audit of the standalone
financial statements section of our report, including in
relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of
the standalone financial statements. The results of our
audit procedures, including the procedures performed
to address the matters below, provide the basis for our
audit opinion on the accompanying standalone financial
statements.
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Key audit matters
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How our audit addressed the key audit matter
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Revenue from contract with customers (as described in
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Note 3B and Note 38 of the standalone financial statements
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The Company generates revenue from sale of goods and
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Our audit procedures included the following:
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earns service revenue from contract with customers under
Integrated Supply Chain Solutions. For the year ended
March 31,2026, the Company has recognised revenue
from contract with customers amounting to
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• We read the Company's accounting policy pertaining to
revenue recognition and assessed compliance with Ind
AS 115 - Revenue from Contract with Customers.
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Rs.1,981.71 Crs.
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• We performed walkthroughs of the Company's order
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Revenue from sale of goods is recognised at a point in
time when the control is transferred to the customer.
Service revenue from the contracts with the customers are
recognized over a period of time in accordance with the
terms of the contract with customers which may vary case
to case.
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to cash process and tested the design and operating
effectiveness of such controls in relation to revenue
recognition.
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Key audit matters
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How our audit addressed the key audit matter
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Terms of the revenue from contract with customers include
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• On a sample basis, we tested the contracts with
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multiple distinct performance obligations with varying
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customers, management's revenue recognition
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pricing terms including variable consideration which
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assessment and revenue transactions and supporting
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influences both the measurement of revenues and timing
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documentation to evaluate the appropriateness
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of transfer of control. Management exercises judgment
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of Principal - Agent assessment, determination of
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to determine the measurement and timing of revenue
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performance obligations, allocation of transaction price
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recognition including evaluation of whether the Company
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to the identified performance obligation and the timing
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is acting as a principal or an agent.
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of revenue recognition in respect of such contracts.
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Due to the judgement relating to determination of
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• We analyzed revenues recorded near the reporting date
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performance obligations, allocation of transaction price to
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and tested appropriateness of the timing of revenue
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the identified performance obligation and satisfaction of
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recognition on a sample basis.
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such performance obligation, this matter is considered as a
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• We assessed the disclosures for compliance with
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Key Audit Matter.
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applicable accounting standards.
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Impairment of Investments in Subsidiaries (as described
statements)
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in Note 3E and Note 16 of the standalone financial
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The carrying amount of investments in subsidiaries as at
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Our audit procedures included the following:
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March 31,2026 amounts to '2,260.45 Crs (net of allowance
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• Read the Company's accounting policy for impairment
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for impairment). These investments are carried at cost less
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of investments in Subsidiaries and assessed compliance
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allowance for impairment.
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with Ind AS 36 - Impairment of Assets.
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The company holds investments in 61 subsidiaries (which
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• Performed walkthroughs of the Company's impairment
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includes 50 step subsidiaries). These investments are
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testing process and tested the design and operating
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tested for impairment on an annual basis if there are
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effectiveness of internal controls over the impairment
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indicators of impairment.
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assessment process.
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The inputs to assessment of impairment which require
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• Assessed the Company's determination of CGUs based
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exercise of significant judgement include the following:
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on our understanding of the nature of the Company
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• projected future cash inflows;
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and their operations, and assessed if it is compliant
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• expected growth rate, discount rate, terminal growth
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with Ind AS 36 - Impairment of assets.
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rate and gross margin percentage;
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• Assessed the actual performance in the year against the
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Accordingly, we identified the assessment of impairment as
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budgets to evaluate historical forecasting accuracy.
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a key audit matter.
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• Evaluated the future cash flow forecasts, and the
process by which they were drawn up, including testing
the underlying calculations and comparing them to
budgets approved by the management.
• Challenged the key assumptions such as revenue
growth rates, terminal growth rate, gross margin
percentage, capital expenditure, working capital
requirements in the forecasts by comparing them to
historical results.
• Involved auditor's specialist to evaluate reasonability
on the valuation methodology and the key underlying
assumptions.
• Performed sensitivity analysis of key assumptions
used in forecasting future cash flows and assessed
consequential deviations in the recoverable amount.
• Tested the arithmetical accuracy of the computation of
recoverable amounts of investments.
• Assessed the disclosures for compliance with applicable
accounting standards.
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Information Other than the Financial Statements and
Auditor's Report Thereon
The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Board's Report including
annexures, Management and Discussion Analysis, General
Shareholders Information, Business Responsibility and
Sustainability Report and Corporate Governance Report,
but does not include the standalone financial statements
and our auditor's report thereon.
Our opinion on the standalone financial statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information and, in doing so, consider whether such other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on
the work we have performed, we conclude that there is a
material misstatement of this other information, we are
required to report that fact. We have nothing to report in
this regard.
Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements
The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
income, cash flows and changes in equity of the Company
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under Section 133 of the Act
read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. This responsibility also
includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent;
and the design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation
and presentation of the standalone financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements,
management is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those charged with governance are also responsible for
overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the
Standalone Financial Statements
Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes
our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement
of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to financial statements in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.
• Conclude on the appropriateness of management's
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report
to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's
report. However, future events or conditions may
cause the Company to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the standalone
financial statements represent the underlying
transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the standalone financial
statements for the financial year ended March 31,2026
and are therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the
adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of
Section 143 of the Act, we give in the "Annexure 1" a
statement on the matters specified in paragraphs 3
and 4 of the Order.
2. As required by Section 143(3) of the Act, we report to
the extent applicable, that:
(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit;
(b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books;
(c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow Statement
and Statement of Changes in Equity dealt with by
this Report are in agreement with the books of
account;
(d) In our opinion, the aforesaid standalone
financial statements comply with the Accounting
Standards specified under Section 133 of the
Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended;
(e) On the basis of the written representations
received from the directors as on March 31,2026
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2026 from being appointed as a director in terms
of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure 2" to this report;
(g) In our opinion, the managerial remuneration for
the year ended March 31,2026 has been paid
/ provided by the Company to its directors in
accordance with the provisions of Section 197
read with Schedule V to the Act.
(h) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements -
Refer Note 34 to the standalone financial
statements;
ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses;
iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company;
iv. a) The management has represented
that, to the best of its knowledge
and belief, other than as disclosed
in the Note 46 to the standalone
financial statements, no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other persons or entities, including
foreign entities ("Intermediaries"), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries")
or provide any guarantee, security
or the like on behalf of the Ultimate
Beneficiaries;
b) The management has represented
that, to the best of its knowledge and
belief, and as disclosed in the Note 46
to the standalone financial statements,
no funds have been received by the
Company from any persons or entities,
including foreign entities ("Funding
Parties"), with the understanding,
whether recorded in writing or
otherwise, that the Company shall,
whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and
c) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused us to believe that
the representations under sub-clause
(a) and (b) contain any material mis¬
statement.
v. No dividend has been declared or paid
during the year by the Company.
vi. Based on our examination which included
test checks, the Company has used
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in
the software (refer Note 51 of standalone
financial statement). Further, during the
course of our audit we did not come across
any instance of audit trail feature being
tampered with, in respect of accounting
software where the audit trail has been
enabled. Additionally, the audit trail of prior
years has been preserved by the Company
as per the statutory requirements for record
retention.
For S.R. BATLIBOI & ASSOCIATES LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Aravind K
Partner
Membership Number: 221268
UDIN: 26221268JHKGSQ5607
Place of Signature: Chennai
Date: May 25, 2026
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