G Provisions (other than for employee benefits)
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. Expected future operating losses are not provided for.
i. Onerous contracts
A contract is considered to be onerous when the expected economic benefits to be derived by the Company from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the present value of the lower of the expected cost of terminating the
contract and the expected net cost of continuing with the contract. Before such a provision is made, the Company recognises any impairment loss on the assets associated with that contract.
H LeasesCompany as a Lessor:
Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset is classified as operating leases. Rental income arising is accounted for on a straight¬ line basis over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.
Company as lessee
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company applies a single recognition and measurement approach for all leases, except for short-term leases. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
(i) Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-
of-use assets are depreciated on a straight-line basis over the shorter of the lease term or the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are subject to impairment.
(ii) Lease liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
(iii) Short-term leases
The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12
months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases are recognised as expense on a straight-line basis over the lease term.
I Contingent liabilitiesContingent liability is disclosed for all:
- possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company (or)
- present obligations arising from past events where it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or a sufficiently reliable estimate of the amount of the obligation cannot be made.
J Property, plant and equipmenti. Recognition and measurement
On transition to Ind AS (i.e. 1 April 2016), the Company has elected to continue with the carrying value of all Property, plant and equipment measured as per the previous GAAP and use that carrying value as the deemed cost of Property, plant and equipment.
For subsequent acquisition, items of property, plant and equipment (other than land) are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and accumulated impairment losses, if any.
Capital work in progress is stated at cost, net of accumulated impairment loss, if any.
Cost of an item of property, plant and equipment comprises its purchase price, including import duties, if any and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.
When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are
satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.
ii. Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably.
iii. Depreciation
Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values over their estimated useful lives using the straight-line method, and is generally recognised in the statement of profit and loss. Freehold land is not depreciated.
The Company reviews the estimated residual values and expected useful lives of assets at least annually.
The estimated useful lives of items of property, plant and equipment for the current and comparative periods are as follows:
Based on technical evaluation and consequent advice, the management believes that its estimates of useful lives as given above best represent the period over which management expects to use these assets and are different from those prescribed in Schedule II of the Act.
Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (up to) the date on which asset is ready for use (disposed of).
K Cash and cash equivalents
Cash and cash equivalent comprise of cash on hand and at banks including short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Other bank deposits which are not in the nature of cash and cash equivalents with an original maturity period of more than three months are classified as other bank balances.
For the purpose of the standalone statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company's cash management.
L Cash flows
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the Company are segregated.
M Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Key managerial personnel comprising the Managing Director and Deputy Managing Director assess the financial performance and position of the Company, and make strategic decisions and have been together identified as being the chief operating decision maker ('CODM').
N Recognition of dividend income, interest income or expense
Dividend income is recognised in profit or loss on the date on which the Company's right to receive payment is established.
Interest income or expense is recognised using the effective interest method.
The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit- impaired) or to the amortised cost of the liability. However, for financial assets that have become credit- impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
O Income tax
Income tax comprises current and deferred tax. It is recognised in statement of profit and loss except to the extent that it relates to a business combination or to an item recognised directly in equity or in other comprehensive income.
i. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Company shall reflect the effect of uncertainty for each uncertain
tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.
ii. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:
- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;
- temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
- taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets - unrecognised or recognised are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
In assessing the recoverability of deferred tax assets, the Company relies on the same forecast assumptions used elsewhere in the financial statements and in other management reports.
P Borrowing cost
Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Other borrowing costs are recognised as an expense in the period in which they are incurred.
Q Earnings per share
Basic earnings per equity share are computed by dividing the net profit or loss attributable to the equity holders of the Company by the weighted average number of equity shares outstanding during the period. Diluted earnings per share are computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per equity share and also weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.
R Inventories
Inventories consist of purchase of stock in trade, stores, spare parts and are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out basis, and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their present location and condition. Cost includes cost of Purchases, other costs, labour and a proportion of overheads but excluding borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. The comparison of cost and net realisable value is made on an item by item basis. Inventories are written down for obsolete/slow- moving/non-moving items, wherever necessary.
S Exceptional items
Exceptional items include income or expense that are considered to be part of ordinary activities, however are of such significance and nature that separate disclosure enables the user of the financial statements to understand the impact in a more meaningful manner.
T Foreign currencies
The Company's Standalone financial statements are presented in INR, which is also the Company's functional currency.
Foreign currency transactions
Transactions in foreign currencies are initially recorded at the functional currency of the Company, at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non¬ monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences are recognised in statement of profit and loss.
U Investment in subsidiaries
Investment in subsidiaries is carried at cost in the separate financial statements.
V New and amended standards
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 April 2025.
The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
(i) Amendments to Ind AS 21 - Lack of exchangeability
The Ministry of Corporate Affairs (MCA) notified the Companies (Indian Accounting Standards) Amendment Rules, 2025, which amend Ind AS 21, The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess
whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows.
The amendments are effective for annual reporting periods beginning on or after 1 April 2025. When applying the amendments, an entity cannot restate comparative information.
The amendments do not have a material impact on the financial statements.
(ii) Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non¬ current Liabilities with Covenants
In August 2025, the MCA notified amendments to paragraphs 69 to 76 of Ind AS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
• What is meant by a right to defer settlement
• That a right to defer must exist at the end of the reporting period
• That classification is unaffected by the likelihood that an entity will exercise its deferral right
• That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity's right to defer settlement is contingent on compliance with future covenants within twelve months.
If there is a breach of a material covenant of a long term loan arrangement on or before the end of the reporting period, resulting in the liability becoming payable on demand as at the reporting date, and the lender agrees-after the reporting period but before the financial statements are approved for issue-not to demand repayment for at least 12 months as a consequence of the breach, this shall be treated as an adjusting event. Accordingly, the entity is not required to classify the liability as current.
The amendments are effective for annual reporting periods beginning on or after 1 April 2025 retrospectively in accordance with Ind AS 8. The amendments does not have any impact on the financial statements.
(iii) Amendments to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangements
In August 2025, the MCA notified amendments to Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk.
The amendments does not have any impact on the financial statements.
(iv) International Tax Reform-Pillar Two Model Rules Amendments to Ind AS 12
In August 2025, the MCA notified amendments to Ind AS 12 Income Taxes in response to the OECD's BEPS Pillar Two rules and include:
• A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and
• Disclosure requirements for affected entities to help users of the financial statements better understand an entity's exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.
The mandatory temporary exception the use of which is required to be disclosed applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after 1 April 2025, but not for any interim periods ending on or before 31 March 2026.
The amendments had no impact on the financial statements as the Company is not in scope of the Pillar Two model rules.
W Standards notified but not yet effective
The amendments to the standards that are notified by the Ministry of Corporate Affairs (MCA), but not yet effective, up to the date of issuance of the Company's financial statements are disclosed below. The Company will adopt these amendments to the standards, when they become effective.
(i) Amendments to Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants and Ind AS 10 Events after the Reporting Period
Ind AS 10 has been amended to remove the previous treatment under which a lender's post reporting date waiver-granted before the financial statements were approved for issue-of a breach of a material covenant in a long term loan arrangement that occurred on or before the end of the reporting period, resulting in the liability
becoming payable on demand at the reporting date, was regarded as an adjusting event
For annual reporting periods beginning on or after 1 April 2026, any breach of a covenant- whether material or immaterial-occurring on or before the reporting date will, in accordance with Ind AS 1, require the related liability to be classified as current, unless the lender has granted a waiver of the breach on or before the reporting date and has agreed not to demand repayment for at least 12 months after the reporting date as a consequence of the breach. Such a waiver shall be treated as an adjusting event.
The amendments are effective for annual reporting periods beginning on or after 1 April 2026 retrospectively in accordance with Ind AS 8.
Notes:
1) On March 23, 2025, TVS America Inc. has filed Articles of Dissolution with the Michigan Department of Licensing and Regulatory Affairs (LARA) to formally commence the process of dissolving the Company in accordance with Michigan law. The dissolution was approved by LARA on March 25, 2025.
2) Draft Scheme of Amalgamation
The Board of Directors at its meeting held on February 5, 2024, has accorded its approval to the draft Scheme of Amalgamation which provides for the merger of TVS SCS Global Freight Solutions Limited, White Data Systems Private Limited, SPC International (India) Private Limited and FLEXOL Packaging (India) Limited which are wholly owned subsidiaries of the Company, and Mahogany Logistics Services Private Limited (formerly known as 'DRSR Logistics Services Private Limited') with and into TVS Supply Chain Solutions Limited.
BSE and NSE have, vide their letters dated January 1,2025 and February 28, 2025, respectively, conveyed "no adverse observations / no-objection" to the Scheme. The Scheme would be subject to the sanction and approval of the National Company Law Tribunal and shareholders.
The application for merger of TVS SCS Global Freight Solutions Limited, White Data Systems Private Limited, FLEXOL Packaging (India) Limited and Mahogany Logistics Services Private Limited (formerly known as 'DRSR Logistics Services Private Limited') with and into TVS Supply Chain Solutions Limited was filed with National Company Law Tribunal, Chennai and the application for merger of SPC International (India) Private Limited with and into TVS Supply Chain Solutions Limited was filed with National Company Law Tribunal, Bangalore on March 31,2025.
NCLT, Chennai vide their order dated May 30, 2025, directed the Company to convene the meeting of Equity Shareholders and Unsecured Creditors of the Company on July 30, 2025 ("NCLT Convened Meetings") for their approval. Pursuant to the directions of NCLT, Chennai, the NCLT Convened Meetings were held and resolutions were passed with requisite majority. Post approval of shareholders and creditors, the Company filed a petition with NCLT
b. Terms/rights attached to equity shares
The Company has one class of equity shares having face value of '1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
c. Terms/rights attached to preference shares
The preference shares shall be cumulative, redeemable, non-convertible, participating preference shares ('preference shares'). The preference shares shall carry a preferential right to dividends over the Equity Shares. The preference shares shall carry a fixed rate of preferential dividend at the rate of 0.0001% per annum. In addition to the fixed rate of dividend, the preference shareholders shall, at their discretion, be entitled to additional preferential dividend and carry a preferential right to dividends over the equity shares. The preference shares shall be redeemed, from time to time as may be required by the preference shareholders at face value plus the redemption premium payable thereon no later than 20 years from the date of allotment or longer period as may be prescribed by law.
The holder of preference shares have a right to vote only on resolutions placed before the company which directly affect the rights attached to preference shares and, any resolution for the winding up of the company or for the repayment or reduction of its equity or preference share capital and voting right on a poll shall be in proportion to the share in the paid- up preference share capital of the company. On winding up or repayment of capital, the preference shareholders shall carry a preferential right of repayment.
26B Other Equity Securities premium
Securities premium represents premium received on issue of shares and it is utilised in accordance with the provisions for the Companies Act, 2013.
Capital reserve
During earlier years, the Company had reissued the shares forfeited and the profit on reissue of such forfeited shares were transferred to capital reserve.
Capital redemption reserve
During the year ended 31 March 2018, the Company had redeemed preference shares issued to Tata International Limited and Tata Industries Limited, out of profits of the Company. A sum equivalent to the nominal amount of the shares redeemed had been transferred to capital redemption reserve in accordance with the provisions of the Companies Act, 2013.
The Company has Management Incentive Plan (MIP) scheme and ESOP 21 scheme under which share options are granted to employees which has been approved by the shareholders of the company. In accordance with the terms of the plan, eligible employees may be granted options to purchase equity shares of the Company if they are in service on exercise of the grant. Each employee share option converts into one equity share of the company on exercise at the exercise price as per the scheme. The option carry neither rights to dividend nor voting rights. Options can be exercised at any time from the date of vesting to the date of their expiry.
General reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.
Retained Earnings
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve or other reserve as well as dividends or other distributions paid to shareholders. The amount is available for distribution to the shareholders.
Re-measurement gains/ (losses) on defined benefit plans
Re-measurement gains/ (losses) on defined benefit plans comprises actuarial gains and losses and return on plan assets (excluding interest income).
26D Capital management
The Company intends to maintain a strong capital base so as to maintain investor, creditor confidence and to sustain future development of the business
The Company monitors capital using a ratio of 'debt' to 'equity'. For this purpose, debt is defined as total debt, comprising interest-bearing loans and borrowings and obligations under finance leases. Equity comprises all components of equity. There were no changes to the measure of monitoring capital in the periods presented.
B Secured loans Secured term loan from banks
Term loans from HDFC Bank Limited are secured by hypothecation of vehicles acquired out of the loan.
C Redeemable Preference Shares
The Company has cumulative, redeemable, non-convertible, participating preference shares. These preference shares have been classified as a liability. For rights, preferences and restrictions attached to preference shares attached to these preference shares refer note 26A.
D Changes in liabilities arising from financing activities
Certain items of plant and machinery have been obtained on finance lease basis. The legal title to these items vests with their lessor. The total future minimum lease payments at the balance sheet date, element of interest included in such payments, and present value of these minimum lease payments are as follows:
E Utilisation of borrowings
a) The Company has used the borrowings from banks for the specific purpose for which it was taken at the balance sheet date.
b) The quarterly returns/statements of current assets filed by the Company with banks in relation to secured borrowings wherever applicable, are in agreement with the books of accounts.
32 Employee benefits A Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund (PF) and employees' state insurance (ESI) scheme which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to Provident Fund and ESI for the year aggregated to '35.91 crores (31 March 2025: '34.14 crores).
For details about the related employee benefit expenses, see note 9.
The Company has a defined benefit gratuity plan in India (the Plan), governed by the Payment of Gratuity Act, 1972. The Plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee at the time of retirement, death or termination of employment.
These defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk.
A. Funding
The gratuity plan of the Company is a partially funded plan with the Company making periodic contributions to a fund managed by Life Insurance Corporation (LIC).
B. Reconciliation of the net defined benefit (asset)/ liability
The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit (asset)/ liability and its components:
The company has Management Incentive Plan (MIP) scheme and ESOP 21 scheme under which share options are granted to employees which has been approved by the shareholders of the company. In accordance with the terms of the plan, eligible employees may be granted options to purchase equity shares of the company if they are in service on exercise of the grant. Each employee share option converts into one equity share of the company on exercise at the exercise price as per the scheme. The option carry neither rights to dividend nor voting rights. Options can be exercised at any time from the date of vesting to the date of their expiry.
Fair value of share options granted during the year
During the year ended 31 March 2026, the Company had granted 2,00,000 stock options (31 March 2025 : 1,75,000) to certain identified employees. The weighted average fair value of options granted during the year is 123.05 (31 March 2025 : 189.40). The Options were priced using a Black Scholes option valuation model & Monte Carlo simulation model for MIP I and II respectively. Where relevant, the expected life used in the model has been adjusted based on management's best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations. Expected volatility is based on the historical share price volatility of guideline companies in developed and developing countries.
33 Leases
Finance leases as lessor
The Company's leasing arrangement represents the certain forklifts and other assets given to customers which have been classified under Ind AS 116 on Leases as Finance lease. The lease term covers the substantial period of the assets and all the risks and rewards of ownership are transferred to the lessee. The Company records disposal of the property concerned and recognizes the finance income as part of Other income.
The reconciliation between the gross investment in the lease at the end of the reporting year, and the present value of minimum lease payments receivable at the end of the reporting year are as follows:
From time to time, the Company is involved in claims and legal matters arising in the ordinary course of business. Management is not currently aware of any matters that will have a material adverse effect on the financial position, results of operations, or cash flows of the Company.
*The Company has challenged the demand orders from Provident Fund authorities aggregating to '17.23 crores for the periods April 2011 to February 2015 on the grounds that provident fund on certain allowances need not be included for calculation of the Provident Fund contribution, as the same is not universally paid to all the employees of the Company. The Hon'ble Supreme Court of India by their order dated February 28, 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion for the purposes of computation of the Provident Fund contribution.
With respect to the demand order for the period from April 2011 to October 2013, originally amounting to '12.49 crores, the Company had filed a review petition before the Regional Provident Fund Commissioner (RPFC) seeking reconsideration of the demand in light of the Supreme Court's decision. Pursuant to the reassessment undertaken by the EPFO, the RPFC issued a final order dated April 3, 2025, (received by the Company on April 21,2025) revising the demand to '8.21 crores after excluding certain allowances. However, since five allowances which are not universally and uniformly paid were still considered, the Company, based on legal advice, deposited 25% of the reassessed amount ('2.05 crores) on July 23, 2025 and filed a writ petition before the Hon'ble High Court of Madras. The Hon'ble High Court granted a stay on recovery and permitted the Company to approach the EPF Tribunal. Subsequently, as directed by the EPF Tribunal, the Company deposited an additional 25% of the reassessed amount ('2.05 crores) on September 17, 2025, aggregating to a total deposit of 50% ('4.10 crores), and is contesting the matter. The case is currently pending before the EPF Tribunal.
With respect to the demand order for the period from November 2013 to February 2015 amounting to '9.02 crores, the matter is pending before the PF Appellate Tribunal. The Company has remitted a deposit of '3.60 crores during the year ended March 31,2023. Based on the management's assessment supported by external legal advice, the Company is of the view that no provision is required for the aforesaid matters as at March 31,2026 and March 31,2025.
# Fund based guarantees are disclosed to the extent of the total facility. Non-fund based guarantees are disclosed only to the extent of utilization.
35 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31,2026 has been made in these standalone financial statements based on information received and available with the Company, to the extent identified by the management.
36 Related party disclosures (continued)Terms of the related party transactions:
Income from Supply Chain Management Services: Income from these services provided to related parties are on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. Such transactions generally include payment terms requiring related parties to make payments within 15 to 60 days from the date of invoice.
Other income (Cross charges): The Company incurs certain common expenses, which are cross-charged to its subsidiary companies with an arm's length mark-up. The mark-up is determined based on a transfer pricing study conducted by tax professionals engaged by the Company.
Loans from subsidiaries and related interest expense: As described in the note 27 of the standalone financial statements, during the year ended March 31,2026, the Company obtained loans aggregating to '40.0 crores from its subsidiaries, Flexol (Packaging) India Private Limited ('3.5 crores) and TVS SCS Global Freight Solutions Limited ('36.5 crores) for working capital purposes. These loans were repayable on demand and carried an interest ranging from 7.85% to 8.20% per annum. The company also obtained a term loan of '8.5 crores from Fit 3PL Warehousing Private Limited repayable in 2028 carrying an interest of 7.85% to 8.20% per annum. These loans were extended at the prevailing interest rate on an arm's length basis. The Company has serviced interest payments on these loans in a timely manner.
Investment made in Subsidiaries & Joint Venture: The Company has invested in equity shares of its wholly owned subsidiaries. During the current year, the Company infused fresh equity amounting to '21.35 crores and converted existing loans amounting to '129.59 crores in its wholly owned subsidiary, TVS Logistics Investments USA Inc . The investment has been utilized by the subsidiaries for the purpose it was obtained. The subsidiaries have only one class of equity shares carrying one vote per share. In the event of liquidation, the holders of equity shares will be entitled to receive its remaining assets, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. Refer note 16A for impairment against investments.
Purchase of property, plant & equipment, goods and services: In the ordinary course of business, the Company receives freight and forwarding services, software, consulting services, and procures property, plant & equipment, spare parts and consumables from both third parties and related parties. These purchases from related parties on the same terms as applicable to third parties in an arm's length transaction and in the ordinary course of business. Such purchases generally include payment terms requiring the Company to make payment within 30 to 60 days from the date of submission of the invoice.
Sale of Property Plant and Equipment: During the current and previous year, the Company disposed of items of property, plant, and equipment to related parties. The sales were conducted on the same terms as those applicable to third parties, in arm's length transactions and in the ordinary course of business. Such sales generally include payment terms requiring payment within 30 to 60 days from the date of submission of the invoice.
Rental Expenses: In the ordinary course of business, the Company leases warehouses and offices from both third parties and certain related parties, based on its business needs. Rental expenses paid to related parties are based on prevailing market rates and determined on an arm's length basis.
Compensation to KMP of the Company: The amounts disclosed in the table are the amounts recognised as an expense during the financial year related to KMP. The amounts do not include expense, if any, recognised toward post¬ employment benefits and other long-term benefits of key managerial personnel. Such expenses are measured based on an actuarial valuation done for the Company as a whole. Hence, amounts attributable to KMPs are not separately determinable.
Expenses incurred by and reimbursed to: Related parties make certain payment on behalf of the Company. In such cases, reimbursement to the related parties are due within period of 15 to 30 days. The amounts payable are unsecured and interest free.
Expenses incurred on behalf of: The Company makes certain payment on behalf of related parties. In such cases, reimbursement from the related party are due within period of 15 to 30 days. The amount recoverable are unsecured and interest free.
Guarantees given on behalf of wholly owned subsidiary: The Company has charged 1% of the amounts guaranteed for fund-based guarantees issued to subsidiaries towards the guarantee fee. This fee is determined on an arm's length basis and a transfer pricing study was conducted by tax professionals engaged by the Company. The company has provided guarantees for performance of certain contracts entered into by its subsidiaries. The aggregate amount of non¬ fund-based guarantees outstanding as at the reporting date is '20.77 crores (March 31,2025: '5.48 crores).
Security Deposit: In the normal course of business, the Company pays security deposits for warehouse and office leases in accordance with the terms of the agreements entered into with the respective parties. The applicable terms, including the amount of security deposit, are determined on an arm's length basis.
Receivables: Trade receivables/other receivables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been received against these receivables. The amounts are recoverable within 30 to 90 days from the reporting date (March 31,2025: 30 to 90 days from the reporting date). For the year ended March 31,2026, the Company has not recorded any impairment on receivables due from related parties (March 31,2025: Nil).
Payables: Trade payables/other payables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been given against these payables. The amounts are payable within 30 to 60 days from the reporting date (31 March 2025: 30 to 60 days from the reporting date).
37 Transfer pricing
The Company has international transactions with related parties. The management confirms that all such transactions are in compliance with the provisions of Income-tax Act, 1961. The management also confirms that it maintains documents as prescribed by the Income Tax Act to prove that the international and domestic transactions are at arm's length and the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for taxation.
39 Financial instruments - Fair values and risk management A. Accounting classification and fair values and fair value hierarchy
This section explains the carrying amounts and fair values of financial assets and liabilities, including judgements and estimates made in determining the fair values of the standalone financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels as described in note 3.
Note: The Company has not disclosed fair values of financial instruments such as loans, deposits and other receivables, trade receivables, cash and cash equivalents, other bank balances, other financial assets, borrowings, trade payables, lease liabilities and other financial liabilities because their carrying amounts are reasonable approximations of their fair values. The Company has also not disclosed fair values of investments carried at cost.
There have been no transfers between Level 2 and Level 3 during the periods.
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
- credit risk;
- liquidity risk; and
- market risk
i. Risk management framework
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors along with the senior management are responsible for developing and monitoring the Company's risk management policies.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
ii. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers; loans and investments.
The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of the Company's trade receivables, certain loans and advances and other financial assets.
The Company determines credit risk based on a variety of factors including but not limited to the age of the receivables, cash flow projections and available information about customers from internal/external sources. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables.
The ageing of trade receivables that were not impaired as at the reporting date was:
Trade and other receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment.
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. The impairment loss at the reporting dates relates to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.
impairment losses on financial instruments represent the net charge recognised under the expected credit loss model in accordance with Ind AS 109, comprising movements in loss allowance of '13.78 crores (31 March 2025 : '2.41 crores) and write-off of financial assets amounting to '9.44 crores (31 March 2025 : '9.52 crores). The impairment reflects management's assessment of credit risk and recoverability of financial assets as at the reporting date.
Cash and cash equivalents and other bank balances
The Company holds cash and bank balances of '164.57 crores as at 31 March 2026 (31 March 2025: '189.75 crores). The credit worthiness of such banks and financial institutions are evaluated by the management on an ongoing basis and is considered to be good.
Deposits and other receivables
The Company has Deposits and other receivables of '171.26 crores as at 31 March 2026 (31 March 2025: '163.62 crores). It consists of deposit given in relation to leasehold premises occupied by the Company for carrying out its operations and receivable from subsidiaries. The Company does not expect any losses from non-performance by these counter-parties.
Loans, Investments and Other financial assets
The Company has loans, investments and other financial assets of '3.87 crores as at 31 March 2026 (31 March 2025: '123.02 crores). The credit worthiness of such parties are evaluated by the management on an ongoing basis and are provided wherever necessary and the remaining balances are considered to be good.
iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements:
Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which revenues, loans given to related parties and other payables and receivables are denominated in a currency other than the INR.
The following table analyses foreign currency risk from financial instruments. The amounts disclosed in the table below are in equivalent ' for the various currencies to which the Company is exposed to currency risk.
42 Undisclosed income
The Company has no transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
43 Benami property
The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
44 Other Statutory Information
(i) The Company has not traded or invested Crypto currency during the current year or the preceding year.
(ii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction in number of Layers) Rules, 2017.
# This has been repaid during FY26
The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act, 2013 for the above transactions and the transactions are not violative of the Prevention of Money¬ Laundering Act, 2002 (15 of 2003).
Other than the above, there are no funds that 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 person(s) 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.
Other than the above, there are no funds that have been received by the Company from any person(s) 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
49 Subsequent events
There are no significant subsequent events that have occurred after the reporting period which required adjustement / disclosure in the standalone financial statements.
50 Struck off companies
The Company does not have any material transactions with companies struck off under section 248 of Companies Act, 2013.
51 Information relating to Proviso to Rule 3(1) of Companies (Accounts) Rules, 2014 on Audit Trail
The Company has used accounting software for maintaining its books of account which has a feature of recording an audit trail (edit log), and the same was operational throughout the year for all relevant transactions recorded in the software. Further, there were no instances of the audit trail feature being tampered with. Additionally, the audit trail in respect of prior years have been preserved by the Company as per the statutory requirements for record retention, in respect of the financial years ended March 31,2025 and March 31,2024.
52 Backup of Books of Accounts:
Proper books of accounts as required by the law have been kept by the Company. Backup of the books of accounts (including audit trail) and papers are maintained in electronic mode on servers physically located in India.
As per our report of even date attached
for S.R. Batliboi & Associates LLP for and on behalf of the board of directors of
Firm Registration Number : 101049W / E300004 TVS Supply Chain Solutions Limited Chartered Accountants
Aravind K R Dinesh Ravi Viswanathan Vikas Chadha
Partner Executive Chairman Managing Director Chief Executive Officer
Membership No. 221268 DIN: 00363300 DIN: 08713910
Place : Chennai Date : May 25, 2026
Vaidhyanathan R P D Krishna Prasad Place : Chennai
Chief Financial Officer Company Secretary Date : May 25, 2026
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