1) The Board of Directors in their meeting dated March 25, 2024 approved the proposal for dissolution of TVS SCS (SIAM) Limited, a wholly owned subsidiary. Consequently, the Company impaired the investments made and loans (refer note 15) & other receivables (refer no 16) due to the Company aggregating to ' 9.41 crores to the statement of profit and loss for the year ended March 31, 2024. During the year ended March 31, 2025, TVS SCS (SIAM) Limited has filed for voluntary dissolution with appropriate authorities. No interest has been charged towards the loans during FY '25.

2) 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. Accordingly during the year, the Company has writen off the investment made in TVS America Inc. and reversed the impairment provision of ' 0.90 crores.

3) TVSILP approved the demerger of its leasing business to its subsidiary, DILP, which was subsequently approved by the NCLT and became effective upon filing with the Registrar of Companies. As part of the scheme, DILP issued 1,866,827 CCPS to the Company, with a value attributable to the CCPS amounting to ?1.87 crore. Refer note 34 for terms of related party transactions.

For details of ownership data, please refer note 46.

Note - No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Trade receivables including receivables from related parties are non-interest bearing and are generally on terms of 30 to 90 days. Refer Note 34 for disclosure on related parties.

20A Transferred financial assets that are derecognised in their entirety and with continuing involvement

The Company has transferred certain receivables under non-recourse arrangements where substantial risk and rewards related to these receivables are transferred to the buyer and the same is de-recognised from the balance sheet. The amounts collected on behalf of the factor has been disclosed under other financial liabilities.

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.

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.

24B 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

24B Other Equity (Contd.)

the shares redeemed had been transferred to capital redemption reserve in accordance with the provisions of the Companies Act, 2013.

Share Based payment reserve

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.

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).

24D 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.

Secured loans repayable on demand from banks

Loan repayable on demand from State Bank of India Limited is secured against the current assets of the Company including book debts and other current assets. These loans were repaid during the current year.

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 24A.

The Company is not declared as wilful defaulter by any bank of financial institution or other lender.

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.

30 Employee benefits 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 ' 34.14 crores (31 March 2024: ' 32.85 crores).

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).

The average duration of the defined benefit plan obligation at the end of the reporting year is 1.69 years (31 March 2024: 1.69 years).

Share based payments

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 2025, the Company had granted 175,000 stock options (31 March 2024: Nil) to an identified employee under the ESOP 21 scheme. The weighted average fair value of options granted during the year is 189.40 (31 March 2024: Nil). The Options were priced using a Black Scholes option valuation model. 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.

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 ' 17.22 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, 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. Further, the Company obtained an interim injunction dated September 13, 2019, from the Hon'ble High Court of Madras, directing the Employees' Provident Fund Organisation (EPFO) not to raise any further demand pending disposal of the Company's petition and also ordering the PF authorities to carry out a reassessment. The reassessment has since been completed, and the RPFC has issued a final order dated April 3, 2025, raising a revised demand of '8.21 crores. The Company has issued a letter to the RPFC requesting the matter to be kept in abeyance, and the management intends to file a petition before the Hon'ble Court to contest the revised demand.

With respect to the demand order for the period from November 2013 to February 2015 amounting to ' 9.01 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, 2025 and March 31, 2024.

# Fund based guarantees are disclosed to the extent of the total facility. Non-fund based guarantees are disclosed only to the extent of utilization.

33 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 31 March 2025 has been made in these standalone financial statements based on information received and available with the Company, to the extent identified by the management.

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 25 of the standalone financial statements, during the year, the Company obtained loans aggregating to ' 61 Crores from 3 of its subsidiaries, namely, TVS SCS Global Freight Solutions Limited (' 31 Crores), TVS Toyota Tsusho Supply Chain Solutions Limited

(' 19 Crores) and Fit 3PL Warehousing Private Limited (' 11 Crores) for working capital purposes. These loans were repayable on demand and carried an interest ranging from 8.20% to 9.00% per annum. These loans were extended at the prevailing interest rate on an arm's length basis. During the year, the aforesaid loans obtained from TVS Toyota Tsusho Supply Chain Solutions Limited were repaid in full. Additionally, loans obtained in the previous year from TVS SCS Global Freight Solutions Limited amounting to '116 crores were on similar terms as those mentioned above. 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 previous year, the Company has infused equity amounting to ' 262.88 Crores,

' 186.62 Crores, ' 63.86 Crores and ' 275.33 Crores into its wholly owned subsidiaries, TVS Logistics Investment UK Limited, TVS Supply Chain Solutions Pte. Ltd, White Data Systems India Private Limited, TVS Logistics Investments USA Inc., USA., respectively. Further, during the current year, the Company additionally infused equity amounting to ' 186.70 crores and ' 28.38 crores into its wholly owned subsidiaries, TVS Supply Chain Solutions Pte. Ltd and TVS Logistics Investments USA Inc., respectively. 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. Certain loans given to the wholly owned subsidiaries in the earlier years were converted into equity in FY 24. Refer note 14A for impairment against investments. Refer Note 14A for details of related party transactions relating to the issuance of CCPS.

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: During the previous year, in connection with Facilities agreement dated March 07, 2024 entered between the Company, certain subsidiaries of the Company, DBS Bank Ltd. and Axis Trustee Services Limited, the Company has provided guarantee amounting to ' 880.90 Crores to the lenders on behalf of TVS Logistics Investment UK Limited and TVS Supply Chain Solutions Pte Ltd in respect of the

facility. Further, during the current year, the Company provided an additional guarantee to Citi Bank, N.A in relation to credit facilities availed by TVS Supply Chain Solutions Pte. Ltd., amounting to '90.02 crores. The Company has charged 1% of the amounts guaranteed 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.

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 60 days from the reporting date (March 31, 2024: 30 to 60 days from the reporting date). For the year ended March 31, 2025, the Company has not recorded any impairment on receivables due from related parties (March 31, 2024: 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 2024: 30 to 60 days from the reporting date).

35 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.

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, 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.

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.

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:

Cash and cash equivalents and other bank balances

The Company holds cash and bank balances of '189.75 crores as at 31 March 2025 (31 March 2024: '135.91 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 '163.62 crores as at 31 March 2025 (31 March 2024: '315.68 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 '123.02 crores as at 31 March 2025 (31 March 2024: '120.88 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:

40 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)

41 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.

42 Crypto currency

The Company has not traded or invested Crypto currency during the current year or the preceding year.

Fair value sensitivity analysis for fixed-rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would not have any impact on the reported profit or loss or equity as these fixed rate instruments (loans given, investments made and borrowings) are carried at amortised cost, any changes in interest rates are not considered for subsequent measurement.

Cash flow sensitivity analysis for variable rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.

(i) On September 30, 2023, the Company disposed off 832,933 shares in its equity accounted investee, "TVS Industrial & Logistics Park Private Limited (TVSILP)" for a consideration of '51.3 Crores. Gain from the disposal amounting to '49.21 Crores has been disclosed as an exceptional item in these financial statements.

(ii) During the year ended March 31, 2023, the Company had allotted 31,53,220 Series A Compulsorily Convertible Preference Shares ("CCPS") of ' 100 each, at a premium of ' 272 & 97,22,222 Series E Compulsorily Convertible Preference Shares ("CCPS") of ' 1 each, at a premium of ' 179 each respectively to identified persons on

a preferential basis. Each CCPS carried a cumulative preferential dividend rate of 0.0001% per annum on the subscription price of the CCPS and was non-participating preference shares. CCPS were convertible compulsorily and automatically into such number of equity shares as per a pre-determined formula at the conversion date, which was linked to the likelihood of IPO happening before a particular date as specified in the share purchase agreements and various possible valuation outcomes from the IPO of the equity shares of the Company.

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 Group 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.

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.

47 Subsequent events

There are no significant subsequent events that have occurred after the reporting period till the date of these financial statements.

48 Utilisation of IPO Funds

The Company has completed an Initial Public Offer ("IPO") of 44,670,050 Equity Shares at the face value of '1/- each at an issue price of '197/- per Equity Share, comprising of offer for sale of 14,213,198 shares by Selling Shareholders and fresh issue of 30,456,852 shares. The Equity Shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India limited ("NSE") on August 23, 2023.

The total offer expenses are estimated to be '102.97 Crores (inclusive of taxes wherever applicable) which are proportionately allocated between the selling shareholders and the Company as per respective offer size. The utilization of IPO proceeds of '525 Crores (net of provisional IPO expenses of '75 Crores which is charged off to securities premium) is summarized below:

49 Struck off companies

The Company does not have any material transactions with companies struck off under section 248 of Companies Act, 2013.

50 Information relating to Proviso to Rule 3(1) of Companies (Accounts) Rules, 2014 on Audit Trail

The Company has used accounting softwares 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. Further, there are no instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved as per the statutory requirements for record retention.

51 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.