Directors Report of TVS Supply Chain Solutions Ltd.

Mar 31, 2025

Your Board of Directors ("the Board") of TVS Supply Chain Solutions Limited ("TVS SCS"/ "Company") is pleased to present the Twenty first Annual Report together with audited accounts for the year ended March 31, 2025 ("FY 25" or "during the year").

FINANCIAL RESULTS

Key highlights of the financial results of your Company for FY25 are as under:

('' in Crores)
	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenues from operations	1,885.17	1,938.27	9,995.72	9,199.98
Other income	128.38	180.82	33.16	47.92
Total Income	2,013.55	2,119.09	10,028.88	9,247.90
Adjusted EBITDA	163.00	173.13	667.37	710.14
Profit/(Loss) before tax from continuing operations	91.78	131.26	29.36	(36.07)
Profit/ (Loss) after tax from continuing operations	69.65	105.45	(9.64)	(57.72)
Profit/ (Loss) before tax from discontinued operations	-	-	-	(32.77)
Profit/ (Loss) after tax from discontinued operations	-	-	-	(32.77)
Profit/(Loss) for the year	69.65	105.45	(9.64)	(90.49)
Other comprehensive income, net of tax	(2.69)	(2.11)	(10.12)	11.20
Total comprehensive income	66.96	103.34	(19.76)	(79.29)

Segment performance				('' in Crores)
	FY24-25		FY23-24
	Amount	% share	Amount	% share
Integrated Supply Chain Solutions	5,496.54	55%	5,239.96	57%
Network Solutions	4,499.18	45%	3,960.02	43%
Revenue from Operations	9,995.72	100%	9,199.98	100%

Adjusted EBTIDA	FY24-25		FY23-24
Adjusted EBTIDA	Amount	Margin %	Amount	Margin %
Integrated Supply Chain Solutions	523.46	9.52%	536.21	10.23%
Network Solutions	168.56	3.75%	185.85	4.69%

growing footprint in the region and our capability to serve large-scale, industry-leading clients. Additionally, we successfully regained a key contract in India with a global auto component manufacturer, reaffirming our value proposition and the strength of our client relationships. These milestones not only contributed to revenue growth but also reinforced our position as a trusted partner in critical global markets.

BUSINESS PERFORMANCEState of Affairs of the Company/ Business Operations

Our Company is an India based multinational company, who pioneered the development of the supply chain solutions market in India and is a tech-led and asset-light supply chain solutions provider with capabilities across the value chain. We were promoted by the erstwhile TVS Group, one of the reputed business groups in India, and are now part of the TVS Mobility Group. For more than 20 years, we have managed large and complex supply chains across multiple industries in India and select global markets through customized tech-enabled solutions.

Our solutions, spanning the entire value chain from sourcing to consumption, are divided into two segments: (i) Integrated Supply Chain Solutions (ISCS); and (ii) Network Solutions (NS).

Our capabilities under the ISCS segment include sourcing and procurement, integrated transportation, logistics operation centers, in-plant logistics operations, finished goods, aftermarket fulfilment and supply chain consulting.

Our capabilities under the NS segment include global forwarding solutions ("GFS"), which involves managing

end-to-end freight forwarding and distribution across ocean, air and land, warehousing and at port storage and value added services, and integrated final mile solutions ("IFM") which involves closed loop logistics and support including spares logistics, break-fix, refurbishment and engineering support, and courier and consignment management.

During the year, the business saw growth in revenues at 8.6%. Our total income was '' 10,028.88 crores in Fiscal 2025 compared to '' 9,247.90 crores in Fiscal 2024.

Your Company''s focus on business development continues to deliver strong results. Your Company added '' 1009.00 crores additional revenue from the business development in FY25. The number of Fortune 500 customers serviced by your Company has grown to 91 as at FY25 compared to 78 in FY24, reflecting the steady growth of marquee customers of the Company.

Adjusted EBITDA declined by 6.0%, from '' 710.14 Cr to '' 667.37 Cr, primarily due to headwinds in key business segments.

This year marked a period of strategic wins and renewed partnerships for our business. A major highlight was securing a significant contract in North America with a leading global agricultural equipment manufacturerâan achievement that underscores our

The Integrated Supply Chain Solutions (ISCS) segment reported a 4.9% year-over-year revenue growth, primarily driven by new business development wins, which contributed significantly to the topline and a modest price increase. This was partially offset by the planned exit of certain low margin customer accounts and volume declines from existing clients, particularly in select geographies. These offsets tempered the overall growth rate, but the net result reflects a stable performance with a strategic shift toward higher-quality, more profitable business.

The Network Solutions (NS) segment delivered a 13.6% year-over-year revenue growth, primarily fueled by new business wins and price increases implemented during the year, partially offset by decline in volumes and customer churns. The strong contribution from new accounts and improved pricing supported a healthy overall performance for the segment.

ISCS Adjusted EBITDA fell by 2.4%, from '' 536.2 Crores to '' 523.5 Crores, primarily due to volume reductions in Q3 during the holiday season all of which impacted cost absorption and profitability.

In the NS segment, Adjusted EBITDA declined by 9.3%, from '' 185.8 Crores to '' 168.6 Crores, despite strong revenue growth of 13.6%. This was primarily due to IFM business, where the turnaround was completed in Q4, as well as margin pressure in the GFS segment, where revenue growth was largely pass-through and did not translate into EBITDA. Additionally, macro-economic pressures such as global trade disruptions and cost volatility further impacted margins. Overall, while revenue performance remained strong, these factors contributed to a year-over-year reduction in profitability.

Subsidiary, Associates and Joint Venture

As of March 31, 2025, your Company had sixty-one (61) subsidiaries (including step down subsidiaries) and one (1) joint venture within the meaning of the Companies Act, 2013 ("Act") and there has been no material change in the nature of the business of the subsidiaries or associates.

TVS SCS Global Freight Solutions Limited (GFS India), TVS SCS IFM Limited (Erstwhile Rico Logistics Limited), TVS Logistics Investment UK Limited, TVS Supply Chain Solutions Limited, TVS Logistics Investment USA, TVS Supply Chain Solutions North America Inc. USA, TVS Supply Chain Solutions Pte. Ltd., Singapore and TVS SCS Singapore Pte. Ltd. are material unlisted subsidiaries of the Company pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The policy for determining material subsidiaries is hosted on the website of the Company at www.tvsscs.com/ investor-relations/wp-content/uploads/2024/10/9.-Policy-for-Determination-of-Material-Subsidiary.pdf

During the year, five step down dormant global subsidiaries of the Company namely, OrderLogic Limited., Pitcomp 171 Limited, SPC EBT Trustees Limited, SPC International (Engineering) Limited and TVS America INC were closed as per provisions under local statutes. Further, during the FY 25, TVS Supply Chain Solutions Manufacturing North America Inc, was incorporated as wholly owned step-down subsidiary.

On March 31, 2025, the application for Scheme of Merger by amalgamation of TVS SCS Global Freight Solutions Limited, FLEXOL Packaging (India) Limited, White Data Systems India Private Limited and SPC International (India) Private Limited (collectively wholly owned subsidiaries of TVS SCS) and Mahogany Logistics Services Private Limited with the Company, was filed

with Hon''ble National Company Law Tribunal ("NCLT"), in accordance with the provisions of Section 230 to 232 read with Section 234, of the Act. The Scheme is subject to necessary statutory and regulatory approvals including the approvals of NCLT, the shareholders and creditors of TVS SCS, as directed by the NCLT.

The Report on the performance and financial position of the subsidiaries and joint venture is provided in the Notes to the Consolidated Financial Statements. Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company''s subsidiaries and joint venture in Form AOC-1, is Annexure A to the Report.

Pursuant to the provisions of Section 136 of the Act, the Standalone Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited financial statements with respect to the subsidiaries and joint venture are available on the website of the Company at www. tvsscs.com/investor-relations/. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and joint venture.

The details of investments made in various subsidiaries are provided as part of the Financial Statements for FY 25.

CHANGES IN CAPITAL STRUCTURE

The equity paid-up share capital of the Company as on March 31, 2025, was '' 44,11,69,497, comprising of 44,11,69,497 equity shares of face value of '' 1 each, 16,00,000 equity shares of '' 1 each forfeited at '' 0.2 each and 15,351 non-convertible redeemable preference shares of face value of '' 10 each.

During the FY 25, the Company has allotted 9,60,587 fully paid-up equity shares of '' 1 each, pursuant to the employee stock option plans of the Company.

DIVIDEND DISTRIBUTION POLICY

Your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the stakeholders of the Company. The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend pay-out. The policy is available on the website of the Company at www.tvsscs.com/investor-relations/wp-content/ uploads/2024/10/TVS-SCS-Draft-Dividend-Policy-v3.pdf

DIVIDEND

Your Directors have decided not to recommend any dividend for FY 25, in view of reported financial loss.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (âI EPF")

During the year under review, there was no unpaid/ unclaimed dividend to be transferred to IEPF Account.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the reserves for FY 25.

PUBLIC DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for FY 25.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements related to and date of this Report.

CORPORATE GOVERNANCE

Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. Corporate governance to the Company guides the conduct of affairs of the Company and clearly delineate the roles, responsibilities, and authorities at each level of its governance structure and key functionaries involved in the governance.

A detailed Report on Corporate Governance along with a Certificate from a Company Secretary in Practice regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations is included as a separate section and forms part of this Annual Report.

The Managing Director and Chief Financial Officer certification of the financial statements for FY 25, and the declaration by the Managing Director regarding compliance to Code of Conduct pursuant to SEBI Listing Regulations are annexed to Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNELDirectors

Sri. Ravi Viswanathan, Managing Director and Sri. Anand Kumar, Non-Executive Director, retire by rotation at the 21^st Annual General Meeting ("AGM") and being eligible, offered themselves for re-appointment. Based on the recommendation of the Board, the resolutions seeking approval of the members for their re-appointment has been

incorporated in the Notice convening the AGM of the Company along with brief details about them.

Key Managerial Personnel ("KMP")

The Key Managerial Personnel of the Company for the purpose of the Act are:

Name	Designation
Sri. R Dinesh	Executive Chairman
Sri. Ravi Viswanathan	Managing Director
Sri. Raviprakash Bhagavathula*	Chief Financial Officer
Sri. R Vaidhyanathan*	Chief Financial Officer
Sri. P D Krishna Prasad	Company Secretary

*Sri. Raviprakash Bhagavathula ceased to be the Chief Financial Officer of the Company with effect from March 31, 2025 and Sri. R Vaidhyanathan was appointed as the Chief Financial Officer of the Company with effect from April 1, 2025.

There are no changes in the composition of KMP for FY 25 other than the change in Chief Financial Officer of the Company as detailed above.

The remuneration and other details of these KMP for FY 25 are provided in the Annual Return which is available on the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) for the financial year ended March 31, 2025, such accounting policies as mentioned in the notes

to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended March 31, 2025;

c) that proper and enough care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were followed by the Company and that such internal

financial controls are adequate and were operating effectively;

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

BOARD/COMMITTEES

During FY 25, five (5) board meetings were held.

The details of composition of the Board and its Committees, terms of reference of the Committees and the details of meetings held during FY 25 are furnished in the Corporate Governance Report, which forms part of the Annual Report.

INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Section 149(6) of the Act and Regulation 16(1) (b) of SEBI Listing Regulations.

Senior management personnel of the Company interact with directors from time to time to enable them to understand the Company''s strategy, business model, operations, markets, organization structure, finance, human resources, technology and such other areas. The Company has also disclosed the Director''s familiarization programme on its website at www. tvsscs.com/investor-relations/.

In the opinion of the Board, the independent directors are persons of high integrity and repute and possess the requisite proficiency, expertise and experience and fulfil all the conditions specified in the Act and Rules made thereunder and are independent of the management.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ("MD&A")

The MD&A Report for FY25, as stipulated under Regulation 34 of the SEBI Listing Regulations, is annexed separately and forms part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEMES

The Company''s employees stock option schemes are detailed below:

A. TVS SCS Management Incentive Plan I, 2018 (MIP I''),

B. TVS SCS Management Incentive Plan II, 2018 (MIP II''), and

C. TVS Supply Chain Solutions Employee Stock Option Plan 2021 (ESOP 21'').

In terms of Regulation 14 of SBEBSE Regulations, the disclosures with respect to MIP I, MIP II and ESOP 21 has been provided on the website of the Company at www.tvsscs.com/investor-relations/.

AUDITORS Statutory Auditors

The Shareholders of the Company at their meeting held on August 10, 2023, have re-appointed M/s. S.R. Batliboi & Associates LLP as the Statutory Auditors of the Company for a second term of five (5) consecutive years from the conclusion of 19^th AGM till the conclusion of 24^th AGM, based on recommendations of the Audit Committee and Board. Your Company has obtained the necessary certificate from the Statutory Auditors confirming their eligibility to continue as Statutory Auditors of the Company for FY25.

The Auditors'' Report does not contain any qualification, disclaimer or adverse remarks.

Secretarial Auditor

The Board of Directors at its meeting held on May 28, 2025 had recommended the appointment of Mr. K Venugopalan(Membership No.: FCS 2526 and Certificate of Practice No: 6015), a Peer reviewed Company Secretary in Practice as the Secretarial Auditor of the Company for a term of five (5) consecutive years commencing from the conclusion of 21^st AGM till the conclusion of 26^th AGM, subject to approval of shareholders, pursuant to Regulation 24A of SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has received consent, eligibility letter and Peer Review Certificate from Mr. K Venugopalan confirming that his appointment, would be under the provisions of Section 204 of the Act and that he is not disqualified to be appointed as Secretarial auditor in terms of the provisions of Regulation 24A of the SEBI Listing Regulations. Accordingly, a suitable resolution with necessary disclosures proposing his appointment as Secretarial Auditor forms part of the Notice of the 21^st AGM.

The Secretarial Audit Report for FY 25, in Form No.

MR-3 is attached as Annexure B to Director''s Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

GFS India, a material unlisted Indian subsidiary of the Company has obtained Secretarial Audit Report from Mr. K Venugopalan, Company Secretary in Practice (Membership No.: FCS 2526 and Certificate of Practice No: 6015) and it does not have any qualification or adverse remark. The report is attached as Annexure C.

Internal Auditor

During the year, M/s. KPMG Assurance and Consulting Services LLP was appointed as Internal Auditors of the Company for FY 25 to conduct the internal audit of the Company as recommended by Audit Committee and the Board.

Cost Records and Cost Audit

Maintenance of Cost Records and requirement of Cost Audit as prescribed under Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company as on March 31, 2025 is available on the Company''s website at www.tvsscs.com/investor-relations/statutory-disclosure/

REMUNERATION POLICY

The Board, based on the recommendation of the Nomination and Remuneration Committee, has laid down a policy on appointment and remuneration of Directors, KMP and Senior Management Personnel.

The Company''s policy on appointment of Directors, remuneration and other matters provided in Section 178(3) of the Act is available at the website at www.tvsscs.com/investor-relations/wp-content/ uploads/2024/10/7.-Remuneration-and-Diversity-policy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to the remuneration and other details as required under Section 197 (12) of the Act and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure D and forms part of this Report. Details of employee remuneration as required under the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on the website of the Company and can be accessed at the weblink www.tvsscs.com/investor-relations/.

EVALUATION OF BOARD/BOARD COMMITTEES

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its committees.

LOANS/ GUARANTEES/INVESTMENTS

The particulars of loans, guarantees and investments under Section 186 of the Act, read with the Companies (Meetings of Board and its Powers)

Rules, 2014, for FY 25 form part of the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party transactions as approved by the Board and the same is available on the website of the Company at www.tvsscs.com/investor-relations/wp-content/ uploads/2024/10/4.-Related-Party-Transactions-Policy. pdf

All contracts, arrangements, transactions entered by the Company during FY 25 with related parties were in ordinary course of business and on an arm''s length basis and are in compliance to applicable provisions of the Act/ SEBI Listing Regulations. Hence, the disclosure of related party transactions in Form AOC-2 is not applicable.

Details of related party transactions entered into by your Company have been disclosed in Notes to Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Pursuant to Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has adopted a Policy on CSR which is placed on the website of the Company at www.tvsscs.com/global-csr-policy/

The Annual Report on CSR activities for FY 25 is attached as Annexure E to Director''s Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 4 of the SEBI Listing Regulations, and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, your Company has established a Vigil Mechanism and has a Whistle Blower Policy.

The Policy is hosted on the website of the Company at www.tvsscs.com/investor-relations/wp-content/ uploads/2024/10/WhistleBlower.pdf

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and future operations of the Company.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During FY 25, your Company has neither made any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any bank or financial institutions.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has well-defined internal control system commensurate with size and scale of operation to support the business operations and to ensure statutory compliance. The internal audit is carried out by a professional firm whose function is defined through internal audit charter, which includes inter alia transaction audit, systems audit and process audit. In order to maintain the independence and objectivity, the internal audit function directly reports to the Audit Committee. The Company''s internal financial controls were also assessed and examined by the Statutory Auditors, who have provided an unmodified opinion regarding their adequacy and operating effectiveness as of March 31, 2025. The detailed annual internal audit plan is rolled out and the same was approved by the Audit Committee. Suitable internal checks have been built in to cover all monetary transactions with proper delineation of authority, which provides for checks and balances at every stage. Your Company has an Audit Committee of Directors to review financial statements to shareholders. The role and terms of reference of the Audit Committee cover the areas mentioned under the SEBI Listing Regulations and Section 177 of the Act, details of which are provided in the section titled Report on Corporate Governance, which forms part of this Annual Report.

RISK MANAGEMENT

The Risk Management Committee (RMC) monitors risk management practices of the Company. The Company has a well-defined risk management policy and framework which sets out the objectives and elements of risk management within the Company and helps to promote risk awareness across the organisation and integrate risk management within the corporate culture. The Risk Management Policy inter-alia includes well defined risk management roles within the Company, risk appetite and risk tolerance capacity of the Company, identification and assessment of the likelihood and impact of risk, risk handling and response strategy and reporting of existing and new risks associated with the Company''s activities in a structured manner. This facilitates timely and effective management of risks and opportunities and achievement of the Company''s objectives.

The details of composition of the RMC, the terms of reference, meetings held and attendance of the

Committee Members thereat during the FY 25 under review are provided in the section titled Report on Corporate Governance, which forms part of this Annual Report.

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Your Company is focused on building sustainable supply chains using green logistics that aid in reducing resource consumption, environmental degradation and pollution.

Reduction in carbon footprint is achieved through interventions in the processes around storage, transportation, and packaging . The initiatives include usage of re-usable packaging , GPS enabled transport route optimization, migration to electric powered Material Handling Equipment, continuous engagement with partners to reduce carbon emissions and development of a sustainable network of suppliers. The Company has also signed up with an independent third party assessor to measure the impact of such initiatives towards achieving our sustainability priorities.

Technology Absorption:

Technology is the core of our Company''s solutioning. With the help of technology and software systems, our Company continues to build tailor-made solutions for various supply chain activities. Technology enables us to automate and digitalize supply chains for customers and are capable of being integrated with customers''

IT -ecosystem. The digital platforms are largely cloud based, powered by a micro service-based architecture and are scalable and reliable.

Your Company has made consistent investments in technology over the years and technology has enabled key advantages to existing traditional supply chains in terms of flexibility, intelligence and efficiency.

During the year, the following efforts on technology were centered around key business objectives:

â¢ Deployed a next gen, more digitally savvy and regionalized website 2.0 which enables us to showcase our offerings and services and attract more website interactions with customers.

â¢ Deployed a new vendor portal that allows us to interact more digitally with our suppliers.

â¢ Enhancement of the GFS eConnect: a digital platform for freight management. It has several features including carbon (CO₂) emission tracking, providing our customers with critical and precise details about their carbon emissions. The

eConnect platform is also available as a mobile app version.

â¢ Continued focus on deployment of our internal products for Warehouse Management and Transportation across the globe with AI embedded solutions built.

â¢ Increased focus on AI/ML initiatives -Created an AI platform with a Large Language Model (LLM) deployed on permission controls and being used to support New Business Bids and general support. AI builder used for automating customer POD processing and communication.

Customer Experience

â¢ Continuous Deployment of our in house warehouse management: visibility, across customer engagements in multiple industry sectors in India and UK.

â¢ Development and deployment of a front-end Integrated Customer Digital platform across our India customers, and few of our UK and US customers . This allows the customers to track their orders, have visibility through dashboards, ability to seek quotations, etc.

â¢ Development of an in-house integrated platform with the ability to seamlessly and quickly integrate with our customer platforms.

â¢ Development of an Enterprise Data Platform and a Master Data Management serving as a single source of truth and the ability to generate analytical dashboards for internal operations and customers and also MIS.

â¢ Completely Deployed our i-EX platform to support the integrated final mile/courier operations

in India.

â¢ Deployment of our CA (Courier Alliance) platform for our drivers in the UK and recently in London which has seen an increased adoption and leading to increased margin by 8% points.

Systems & Internal Controls

â¢ Continued focus on rationalizing and standardizing our applications and infrastructure components across the globe.

â¢ Global Integration layer (Axle) launched and onboarded with customer integrations and internal application integrations.

â¢ Continued focus on development of the S2B (Service 2 Billing) platform to support business processes in the Integrated Final Mile business, eliminating manual billing & improved on time & billing accuracy.

â¢ Expanded scope and deployment of T-Jarvis: in-house contract management & document repository platform. This includes Insurance and Real Estate Management.

â¢ Expansion of the Low/No code platform from Contract management to Real estate, insurance & treasury management for better repository & digitalization, Platform for Audit App, Treasury Management, Vibe Portal, Corporate Finance Statutory Compliance app, Alpha Award Management Portal, etc.

â¢ Multiple Gen AI engagements to help improve the productivity of our teams.

â¢ Increased focus continues on having a secure platform with the latest ISO (27001 ver 22) certifications obtained across the globe and having the highest focus on our security measures deploying global security policies.

â¢ Increased and effective focus in Enterprise Risk Management to focus on mitigating the high risks.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and

expenditure during the year are given below:

('' in crores)
Foreign exchange earnings:	280.22
Foreign exchange outgo:	224.65

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH Act,")

Your Company has in place a policy for Prevention of Sexual Harassment in line with the requirements

of POSH Act. The Company has complied with the provisions relating to the constitution of Internal Complaints Committees (ICC) under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. During the year under review, your Company has received 3 (three) complaints pertaining to sexual harassment and same were resolved.

ACKNOWLEDGMENT

The Board take this opportunity to gratefully acknowledge the co-operation and support received from the shareholders, suppliers, vendors, customers, bankers, business partners/associates, channel partners, bankers, financial institutions, Regulatory/ Government authorities to the Company. The Board record their appreciation for the contributions made by employees of the Company, its subsidiaries and associates, for their hard work and commitment towards the success of your Company. Their dedication and competence have ensured that your Company continues to be a significant and leading player in the industry.

Mar 31, 2024

The Board of Directors ("the Board") of TVS Supply Chain Solutions Limited ("TVS SCS"/ "Company") is pleased to present the Twentieth Annual Report together with audited accounts for the year ended March 31, 2024 ("FY24" or "during the year").

FINANCIAL RESULTS

Key highlights of the financial results of your Company for FY24 are as under:

(Rs. in Crores)
	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenues from operations	1938.27	1818.56	9199.98	9994.38
Other income	201.38	159.88	54.85	75.63
Total Income	2139.65	1978.44	9254.83	10070.01
Adjusted EBITDA	173.13	103.02	710.14	685.12
Profit/(Loss) before tax from continuing operations	131.26	(10.83)	(36.07)	45.95
Profit/ (Loss) after tax from continuing operations	105.45	(29.26)	(57.72)	47.65
Profit/ (Loss) before tax from discontinued operations	-	-	(32.77)	(5.89)
Profit/ (Loss) after tax from discontinued operations	-	-	(32.77)	(5.89)
Profit/(Loss) for the year	105.45	(29.26)	(90.49)	41.76
Other comprehensive income, net of tax	(2.11)	(1.83)	11.20	(50.65)
Total comprehensive income	103.34	(31.09)	(79.29)	(8.89)

Integrated Supply Chain Solutions		('' in crores)
Particulars	FY24	FY23
ISCS Segment Revenue (External)	5239.96	4580.63
ISCS Segment Adjusted EBITDA	536.21	408.10
ISCS Segment Adjusted EBITDA Margin %	10.23%	8.91%

BUSINESS PERFORMANCE

State of Affairs of the Company/ Business Operations

TVS Supply Chain Solutions is India''s largest supply chain solutions provider. We are specialists in transforming supply chains through effective use of technology to deliver improved efficiencies.

We pioneered the development of the supply chain solutions market in India. For close to two decades, we have managed large and complex supply chains across multiple industries in India and select global markets through customised tech-enabled solutions. Our solutions encompassing the entire value chain from sourcing to consumption fall under two segments: Integrated Supply Chain Solutions ("ISCS") and Network Solutions ("NS"). We have consolidated our leadership position in India and expanded our geographical presence, capability expertise, and customer relationships.

For FY24, total income was '' 9,254.83 crores compared to '' 10,070.01 crores in FY23. During the year, the business saw substantial growth in revenues from

ISCS segment. But this was offset by decline in freight rates and geo-political tensions that impacted the NS segment thus, resulting in a decline in consolidated revenue. Your Company''s focus on business development continues to deliver strong results. Your Company added '' 880 crores additional revenue from the business development in FY24. The number of Fortune 500 customers serviced by your Company has grown to 78 as at FY24 compared to 72 in FY23, reflecting the steady growth of marquee customers of the Company.

Adjusted EBITDA grew to '' 710.14 crores, marking a YoY growth of '' 25.02 crores despite the decline in revenue. The Company returned to profitability in Q3 through sustained growth in the ISCS segment. The NS segment demonstrated stability and reversed the declining trend in revenue with growth in Q4. Your Company has utilised proceeds from the Pre-IPO, IPO and internal accruals to reduce total borrowings on a consolidated basis, from '' 1697.31 crores (excluding compulsorily convertible preference shares of '' 292.30 crores) as of March 31, 2023 to '' 793.94 crores as of March 31, 2024.

The ISCS segment exhibited exceptional growth, marked by double-digit growth in both revenue and adjusted EBITDA for FY24. Segmental revenue from operations for the fiscal year reached '' 5239.96 crores, reflecting a robust 14.39% year-over-year growth with adjusted EBITDA of '' 536.21 crores for FY24, demonstrating an impressive 31.39% increase year-on-year. The adjusted EBITDA margins also expanded by 130 bps YoY. This strong performance is underpinned by several key drivers, including consistent business development, increased wallet share from existing customers, effective cost management, operational efficiency and leveraging of digital initiatives.

ISCS segment revenue has achieved remarkable growth between FY21 and FY24, with a CAGR of 17.82% and has outperformed the GDP growth in the markets in which your Company operates. This growth is a testament to your Company''s strategic focus and resilience in a competitive environment.

Network Solutions (NS)		('' in crores)
Particulars	FY24	FY23
NS Segment Revenue (External)	3960.02	5413.75
NS Segment Adjusted EBITDA	185.85	301.06
NS Segment Adjusted EBITDA Margin %	4.69%	5.56%

In the NS segment, your Company has taken specific measures to drive operational efficiencies through better procurement and cost management. This has helped to navigate external challenges on account of falling freight rates and geopolitical tensions in FY24. The positive impact of these initiatives is expected to become more visible in the coming quarters.

Looking ahead, your Company remains committed to its growth trajectory and leveraging its strengths to capitalise on emerging opportunities in the market. The continued focus on innovation, process improvement, and technology integration shall enable your Company to deliver superior value to the stakeholders and maintain its competitive edge in the industry.

Material Developments Initial Public Offer

During the year under review, your Company successfully completed its Initial Public Offer

("IPO"). The public issue consisted of a fresh issue of 3,04,56,852 equity shares and an offer for sale of 1,42,13,198 equity shares, at a price of '' 197 per share (face value of ''1 and a premium of '' 196). Equity shares of the Company were listed in National Stock Exchange of India Limited and BSE Limited with effect from August 23, 2023.

The IPO opened on August 10, 2023 and closed on August 14, 2023 and was subscribed 2.78 times the offer size, with retail portion being subscribed 7.61 times. Several noteworthy investors subscribed to the issue, reflecting their confidence in TVS brand and legacy. The Board wishes to place on record their gratitude for the trust, faith and confidence reposed by the institutional investors, public, and other shareholders in the Company in making the IPO successful. The Board would also like to place on record their deep appreciation for the significant contribution and sincere efforts made in the IPO process by all the agencies associated with the IPO, including book running lead managers, syndicate members, legal counsels, registrar to the offer, advertising agency, monitoring agency, Registrar of Companies - Chennai, stock exchanges and, management team and employees of the Company.

Subsidiary, Associates and Joint Ventures

As of March 31, 2024, your Company had sixty-five (65) subsidiaries (including step down subsidiaries) and one (1) joint venture within the meaning of the Companies Act 2013.

TVS SCS Global Freight Solutions Limited ("GFS India"), RICO Logistics Limited (UK), TVS Supply Chain Solutions Limited (UK), TVS Supply Chain Solutions North America Inc. USA and TVS SCS Singapore Pte. Ltd. are material unlisted subsidiaries of the Company pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The policy for determining material subsidiaries is hosted on the website of the Company at https://www.tvsscs.com/policy-for-determination-of-material-subsidiary/.

During the year, two step down dormant global subsidiaries namely, Transtar International Freight (Shanghai) Ltd., TVS SCS International Freight Singapore Pte. Ltd., were closed as per provisions under local statutes. Further, Company''s wholly owned subsidiary, RICO Logistics Ltd., UK sold 100 % of its holding in its subsidiary, Circle Express Ltd.

During the year, the Board of TVS SCS approved the scheme of merger by amalgamation of TVS SCS Global Freight Solutions Limited, FLEXOL Packaging (India) Limited, White Data Systems India Private Limited and SPC International (India) Private Limited (collectively wholly owned subsidiaries of TVS SCS) and Mahogany

Logistics Services Private Limited with TVS SCS, subject to the receipt of approvals from statutory and regulatory authorities. The scheme of merger is under progress and the updates on the same would be intimated to the stock exchanges, as required under the SEBI Listing Regulations. The above two initiatives are in line with the Company''s long- term objective of simplifying its operating structure.

The Report on the performance and financial position of the subsidiaries and joint venture is provided in the Notes to the Consolidated Financial Statements. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company''s subsidiaries and joint venture in Form AOC-1, is annexed as Annexure - A to the Report.

Pursuant to the provisions of Section 136 of the Act, the Standalone Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited financial statements with respect to the subsidiaries and joint venture are available on the website of the Company at https://www.tvsscs.com/investor-relations/. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies and joint venture.

The details of investments made in various subsidiaries and Joint Venture are provided as part of the Financial Statements for FY24.

CHANGES IN CAPITAL STRUCTURE

The paid-up share capital of the Company as on March 31, 2024 was '' 44,06,82,420 Crores, comprising of 44,02,08,910 equity shares of face value of '' 1 each, 16,00,000 equity shares of '' 1 each forfeited at '' 0.2 each and 15,351 non-convertible redeemable preference shares of face value of '' 10 each

During the financial year, the Company has:

A. allotted 3,72,04,420 equity shares of '' 1 each to identified investors on preferential /private placement basis.

B. allotted 304,56,852 equity shares of '' 1 each, as fresh issue as part of IPO.

C. allotted 86,08,718 fully paid-up equity shares of ''1 each, pursuant to the employee stock option plans of the Company.

DIVIDEND DISTRIBUTION POLICY

external factors, which shall be considered by the Board in determining the dividend pay-out. The policy is available on the website of the Company at https://www.tvsscs.com/dividend-declaration/.

DIVIDEND

Your Directors have decided not to recommend any dividend for the financial year ended March 31, 2024, in view of reported financial loss.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the year under review, there was no unpaid/ unclaimed dividend to be transferred to IEPF Account.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the reserves for FY24.

PUBLIC DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2024.

MATERIAL CHANGES AND COMMITMENTS

CORPORATE GOVERNANCE

Your Company believes in adopting best practices of corporate governance and adhere to corporate governance guidelines as laid out in SEBI Listing Regulations. Corporate Governance to the Company is about promoting fairness, transparency and accountability in the management and decisionmaking processes. It is the foundation for building trust with shareholders and stakeholders. The Corporate Governance Report of the Company for the FY24 forms part of the Annual Report.

A certificate from Practicing Company Secretary affirming the compliance of Corporate Governance norms as required under SEBI Listing Regulations is annexed to the Corporate Governance Report.

The Managing Director and Chief Financial Officer certification of the financial statements for the FY24 and the declaration by the Managing Director regarding compliance to Code of Conduct pursuant to SEBI Listing Regulations are annexed to Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

The Board at its meeting held on August 29, 2023, based on the recommendation of the Nomination and Remuneration Committee, appointed Sri. K Ananth Krishnan and Sri. Narayan K Seshadri as Independent Directors of the Company for a period of 5 years with effect from August 29, 2023 and the shareholders approved the special resolutions in respect of their appointment through Postal Ballot on November 24, 2023.

Consequent to expiration of term as Independent Director, Sri. S Mahalingam, stepped down as Chairman with effect from August 29, 2023. The Board, based on the recommendation of the Nomination and Remuneration Committee, appointed Sri. R Dinesh, as Executive Chairman with effect from August 29, 2023.

Sri. S Ravichandran, resigned as a Director of the Company with effect from August 29, 2023.

The Board expresses its appreciation of the valuable contributions made by Sri. S Mahalingam and Sri. S Ravichandran during their tenure of office as Directors of the Company.

Ms. Shobhana Ramachandhran and Sri. Ashish Kaushik, Non-Executive Directors, retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offer themselves for re-appointment.

The resolutions seeking approval of the members for their re-appointment has been incorporated in the Notice convening the AGM of the Company along with brief details about them.

Key Managerial Personnel ("KMP")

The Key Managerial Personnel of the Company for the purpose of the Act are:

Name	Designation
Sri. R Dinesh	Executive Chairman
Sri. Ravi Viswanathan	Managing Director
Sri. Raviprakash Bhagavathula	Chief Financial Officer
Sri. P D Krishna Prasad	Company Secretary

There are no changes in the composition of KMP for FY24.

The remuneration and other details of these KMP for FY24 are provided in the Annual Return which is available on the website of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual financial statements for the year ended March 31,

2024, the applicable accounting standards had been followed;

b) they had in consultation with Statutory Auditors, selected the accounting policies and applied them consistently and made judgements and estimates that are reasonably prudent so as to give a

true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the financial year ended March 31, 2024;

c) proper and enough care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year ended March 31, 2024;

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively during the financial year ended March 31, 2024.

BOARD / COMMITTEES

During FY24, eight (8) board meetings were held. The details of composition of the Board and its Committees terms of reference of the Committees and the details o meetings held during the financial year are furnished in the Corporate Governance Report, which forms part of the Annual Report.

INDEPENDENT DIRECTORS

Senior management personnel of the Company, interacted with directors from time to time to enable them to understand the Company''s strategy, business model, operations, markets, organisation structure, finance, human resources, technology and such other areas. The Company has also disclosed the Director''s familiarisation programme on its website at https:// www.tvsscs.com/familiarization-programme-for-independent-directors/

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ("MD&A")

The MD&A Report for FY24, as stipulated under Regulation 34 of the SEBI Listing Regulations, is annexed separately and forms part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEMES

The Company''s employees stock option schemes are detailed below:

A. TVS SCS Management Incentive Plan I, 2018 (''MIP I''),

B. TVS SCS Management Incentive Plan II, 2018 ''(MIP II''), and

C. TVS Supply Chain Solutions Employee Stock Option Plan 2021 (''ESOP 21'').

Pursuant to Regulation 12 (1) of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations), the MIP I, MIP II and ESOP 21 schemes were ratified by shareholders through postal ballot on November 24, 2023.

In terms of Regulation 14 of SBEBSE Regulations, the disclosures with respect to MIP I, MIP II and ESOP 21 have been provided on the website of the Company at https://www.tvsscs.com/investor-relations/.

AUDITORS

Statutory Auditors

The Shareholders of the Company at their meeting held on August 10, 2023, have re-appointed M/s. S.R. Batliboi & Associates LLP as the Statutory Auditors of the Company for a second term of five (5) from the conclusion of 19^th AGM till the conclusion of 24^th AGM, based on recommendations of the Audit Committee and Board. Your Company has obtained the necessary certificate from the Statutory Auditors

confirming their eligibility to continue as Statutory Auditors of the Company for the FY24.

The Auditors'' Report does not contain any qualification, disclaimer or adverse remarks.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

Mr. K Venugopalan, Practicing Company Secretary, was appointed as Secretarial Auditor of the Company for FY24.

The Secretarial Audit Report for the financial year ended March 31, 2024, in Form No. MR-3 is attached as Annexure B to Director''s Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

GFS India, a material unlisted Indian subsidiary of the Company has obtained Secretarial Audit Report from Mr. K Venugopalan, Practicing Company Secretary and it does not have any qualification, reservation or adverse remarks. The report is attached as Annexure C.

Internal Auditor

During the year, M/s. KPMG (Registered) was appointed as Internal Auditors of the Company for FY24 to conduct the internal audit of the Company.

Cost Records and Cost Audit

Maintenance of Cost Records and requirement of Cost Audit as prescribed under Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2024, is available on the Company''s website at https://www.tvsscs.com/ investor-relations/

REMUNERATION POLICY

The Board, based on the recommendation of the Nomination and Remuneration Committee, has laid down a policy on appointment of Directors and their remuneration, KMP and Senior Management Personnel.

The Company''s policy on appointment of Directors, remuneration and other matters provided in Section 178(3) of the Act is available at the website at https:// www.tvsscs.com/remuneration-and-diversity-policy/

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

EVALUATION OF BOARD / BOARD COMMITTEES

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out annual performance evaluation of its own performance and that of its committees as well as performance of all the directors individually.

LOANS/ GUARANTEES / INVESTMENTS

The particulars of loans, guarantees and investments under Section 186 of the Act, read with the Companies (Meetings of Board and its Powers)

Rules, 2014, for FY24 form part of the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party transactions as approved by the Board and the same is available on the website of the Company at https:// www.tvsscs.com/related-party-transactions-policy/.

All contracts, arrangements, transactions entered by the Company during FY24 with related parties were in ordinary course of business and on an arm''s length basis and are in compliance to applicable provisions of the Act/ SEBI Listing Regulations. Hence, the disclosure of related party transactions in Form AOC-2 is not applicable.

Details of related party transactions entered into by your Company have been disclosed in Notes to Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Annual Report on CSR activities for the FY24 is attached as Annexure E to Director''s Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 4 of the SEBI Listing Regulations and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, your Company has established a Vigil Mechanism and has a Whistle Blower Policy. The Policy is hosted on the website of the Company at https://www.tvsscs.com/whistle-blower/

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During FY24, there are no orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and future operations of the Company.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During FY24, your Company has neither made any application nor have any proceedings pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one-time settlement with any Banks or financial institutions.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has a well-defined internal control system commensurate with size, scale and complexity of operation to support the business operations and to ensure statutory compliance. The internal audit is carried out by M/s. KPMG (Registered) whose function is defined through internal audit charter, which includes inter alia transaction audit, systems audit and process audit. In order to maintain their independence and objectivity, the internal audit function directly reports to the Audit Committee. The detailed annual audit plan is rolled out and the same is approved by the Audit Committee. Suitable internal checks have been built in to cover all monetary transactions with proper delineation of authority, which provides for checks and balances at every stage. Your Company has an Audit Committee of Directors to review financial statements to shareholders. The role and terms of reference of the Audit Committee cover the areas mentioned under the SEBI Listing Regulations and Section 177 of the Act.

RISK MANAGEMENT

The Risk Management Committee ("RMC") monitors the risk management practices of the Company. The RMC reviewed the risk management framework, the potential risks associated with the Company''s business

â¢ Increased focus continues on having a secure platform with ISO certifications obtained across the globe and having the highest focus on our security measures.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and expenditure during the year are given below:

in crores)
Foreign exchange earnings:	93.84
Foreign exchange outgo:	6.08

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH Act")

Your Company has in place a policy for prevention of sexual harassment in line with the requirements of POSH Act. The Company has complied with the provisions relating to the constitution of Internal Complaints Committees (ICC) under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. During the year under review, your Company has received 1 (one) complaint pertaining to sexual harassment and same was resolved.

and discusses steps taken by the management to measure, manage and mitigate the same.

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy:

Your Company focused on building sustainable supply chains, using green logistics and reducing resource consumption, environmental degradation and pollution, in the process of storage, transportation, and packaging by reducing carbon footprint. The initiatives include exploring alternate sources for packaging to minimise waste and engaging with partners to reduce carbon through the supply chain as well as constantly developing a sustainable network of suppliers. Your Company is collaborating with certain customers to design innovative packaging solutions for managing their supply chain and promote returnable packaging across the supply chain which will reduce carbon footprint and reinforce sustainability.

Technology Absorption:

Technology is the core of your Company''s solutioning. With the help of technology and software systems, your Company builds tailor-made solutions for various supply chain activities. The technology enables us to automate and digitalise supply chains for customers and are capable of being integrated with customers''

IT -ecosystem. The digital platforms are largely cloud based, powered by a micro service-based architecture and are scalable and reliable.

Your Company has made consistent investments in technology over the years and it has enabled key advantages to existing traditional supply chains flexibility, intelligence and efficiency. During the year, the efforts on technology were centered around key business objectives:

â¢ Launched the 2.0 version of GFS eConnect: a digital platform for freight management. It has several features including carbon (CO2) emission tracking, providing our customers with critical and precise details about their carbon emissions. The eConnect platform is also available as a mobile app version.

â¢ Rolled out a mobile app for locker service management along with an admin portal for the integrated final mile business.

â¢ Alpha Experience Platform (AXP) launched which digitises customer-transporter/driver interaction. Customers use the platform to monitor and track orders. The platform uses Artificial Intelligence (AI) to validate Proof of Delivery wherein the Driver''s

handwritten proof can be transcribed automatically without manual intervention.

â¢ Initiated an AI Pilot Project with a Large Language Model (LLM) deployed on permission controls and being used to support new business bids and general support.

Customer Experience

â¢ Development and deployment of an IT system for spare parts management for a large vehicle OEM customer in South- East Asia.

â¢ Deployed in-house warehouse management: Visibility, across customer engagements in multiple industry sectors in India.

â¢ Development and deployment of a front-end Integrated Customer Digital platform with initial pilots for India customers. This allows the customers to track their orders, have visibility through dashboards.

â¢ Development of an in-house integrated platform with the ability to seamlessly and quickly integrate with our customer platforms.

â¢ Deployed the i-EX platform to support the integrated final mile operations in India.

â¢ Developed enhancements to multiple modules of MSys as part of solutioning for a large gas & utilities customer in the UK.

â¢ Deployed AI based solutions at scale across multiple geographies, including a digital image recognition platform enabling six sigma process efficiency at a two -wheeler OEM in India

Systems & Internal Controls

â¢ Built and deployed a new platform S2B (Service 2 Billing) to support business processes in the Integrated Final Mile business.

â¢ Expanded scope and deployment of T-Jarvis: inhouse contract management & document repository platform. This includes Insurance and Real Estate Management

â¢ Multiple apps were developed using the Low Code/No Code Platform for Audit App, Treasury Management, Vibe Portal, Corporate Finance Statutory Compliance app, Alpha Award Management Portal.

â¢ Multiple Gen AI engagements to help improve the productivity of our teams.

ACKNOWLEDGEMENT

The Board takes this opportunity to gratefully acknowledge the co-operation and support received from the shareholders, suppliers, vendors, customers, bankers, business partners / associates, channel partners, bankers, financial institutions, regulatory / government authorities. The Board record their appreciation for the contributions made by employees of the Company, its subsidiaries and associates for their hard work and commitment towards the success of your Company. Their dedication and competence have ensured that your Company continues to be a significant and leading player in the industry.

Mar 31, 2023

Your Directors have pleasure in submitting the Nineteenth Annual Report of TVS Supply Chain Solutions Limited ("Company") together with the Audited Statements of Accounts for the year ended March 31, 2023.

FINANCIAL RESULTS

(Rs. in Crores)
	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenues from operations (including other income)	1978.44	1561.03	10311.01	9299.94
Profit/(Loss) before tax from continuing operations	(10.82)	(30.91)	40.05	11.14
Profit/ (Loss) after tax from continuing operations	(29.26)	(21.22)	41.76	(46.48)
Profit/ (Loss) before tax from discontinued operations	-	-	-	(0.92)
Profit/ (Loss) after tax from discontinued operations	-	-	-	(0.92)
Profit/(Loss) for the year	(29.26)	(21.22)	41.76	(47.40)
Other comprehensive income, net of tax	(1.83)	(0.98)	(50.64)	(21.47)
Total comprehensive income	(31.09)	(22.20)	(8.88)	(68.87)

SECTION 1: ECONOMIC OUTLOOK1.1 GLOBAL ECONOMIC OUTLOOK

The global economy saw a strong rebound post the Covid-19 pandemic. Macroeconomic factors such as high inflation, energy price increase and the conflict in Ukraine resulted in tempering the trajectory of economic growth. However, several sectors of the global economy have shown resilience. Specifically, sectors delinked to direct consumer demand are continuing to grow. As a result, impact of the macroeconomic slowdown has been lower than anticipated.

As per an OECD report, the global economy is now on the road to recovery. Headline inflation is projected to decline from 9.4% in 2022 to 6.6% in 2023 and 4.3% in 2024. The decline in inflation is due to tighter monetary policy taking effect, lower energy and food prices and reduced supply bottlenecks. These factors are easing the strain on household budgets and business and consumer sentiments are recovering. The declining headline inflation and improving sentiments will bolster a pick-up in GDP in all major regions of the world. Another major contributor is trade stabilization, with China rescinding its covid-ban and opening trade. As per OECD, Global GDP growth rates are expected to increase from 2.7% in 2023 to 2.9% in 2024.

1.2 INDIAN ECONOMIC OUTLOOK

With a gross domestic product ("GDP") of approximately US$3.5 trillion in 2022, India is the fifth largest economy in the world, according to the World Economic Outlook ("WEO") database. India witnessed an annualized GDP growth of more than 7% between 2015 and 2019 and has consistently been one of the fastest growing large economies.

The period of sustained economic growth was interrupted by the COVID-19 pandemic. However, India recovered strongly in 2021 and 2022 and grew by approximately 15.3% between Fiscal 2020 to Fiscal 2022 due to a resurgence in the services sector, a complete recovery in manufacturing, and continued expansion in the agriculture sector. The Indian economy has since been on a sustained recovery path. India''s real GDP growth rate is projected at approximately 9.4% per annum during 2022-2027, which is the highest growth rate among the larger economies - resulting in India becoming a US$5.5 trillion economy by 2027. As per ''Centre for Economics and Business Research'', India is projected to become the third largest economy in the world by 2030.

1.3 GLOBAL LOGISTICS OUTLOOK

In 2021, global 3PL revenues surged 31.5% to US$1.4 trillion globally as generally the more developed countries with high COVID-19 vaccination rates further opened and consumer spending increased further. Third-party Logistics was a key beneficiary of supply chain management price inflation. This rapid growth trend continued through the first half of 2022. There was a decline in the later half of 2022 due to capacity increase as many Carriers have invested in new ships. Additionally, capacity previously blocked by port congestion is also easing due to easing of bottlenecks in the market. There is also an uptick in the ocean schedule reliability wherein Global schedule reliability improved by 1.7 percentage points to 64.2% in April 2023 which is 29.9 percentage points higher than previous year.

Additionally, China''s reversal of its "Zero-COVID" policy and opening up of trade has created increased demand in Asia going into 2023 and provided a tailwind to the overall global 3PL industry. These factors will lead to global 3PL growth from 2023 through 2026 resulting in an 8.2% CAGR from 2020-2026 (estimated). By 2026, the global 3PL market should reach US$1.7 trillion.

The global supply chain industry is evolving, with customers requiring faster speed-to-market, end-to-end visibility across multi-modal supply chains, flexibility, and dynamic optimization. There is an increasing trend towards end-to-end outsourcing and organizations are looking forward to engaging supply chain companies to not only manage their supply chain and logistics requirements but also offer additional specialized services. This is expected to drive greater outsourcing of supply chain requirements to specialist 3PL players. Additionally, changes in geopolitical alignments have also had an impact on supply chains across the world. Large global economies are focusing on shifting supply chains to geopolitically friendly countries. This will further increase the 3PL opportunity size in geographies such as India, Europe, Southeast Asia.

These changes have made the industry to focus on reliability, resilience, and transparency as key parameters for smooth functioning supply chain systems. The reliance on technology has now come to the forefront as a primary requirement to fulfil these needs successfully.

1.4 INDIAN LOGISTICS INDUSTRY SCENARIO

Indian logistics sector is one of the largest in the world and presents a large addressable opportunity. The sector is critical for the economic growth of the country as it connects various elements of the economy and consists of transportation, warehousing and other supply-chain solutions ranging from the suppliers to the end-customers. The market witnessed a strong post-COVID recovery in Fiscal 2022. The market grew by 14% and was valued at US$435 billion in Fiscal 2022 and is projected to grow to US$591 billion by Fiscal 2027

The Honourable Prime Minister Shri. Narendra Modi released the National Logistics Policy in September 2022, which lays out a roadmap for modernisation and growth of logistics sector. This policy will give impetus to tech-enabled logistics sector as is intended, to improve the logistics sector''s coordination and efficiency. Reinforcing the position of your Company as the leading player in 3PL in the country, our Executive Vice Chairman Sri. R Dinesh was asked to address the gathering during the launch. In his address, Sri. R Dinesh highlighted how the Policy lays out a path of unification for all logistics services and drives greater outsourcing of logistics.

The Indian logistics industry is bound to see an increase in outsourcing of logistics services across sectors as we progress towards reducing overall logistics costs from 13-14% to single digit. Better utilization of infrastructure and logistics assets will be possible only through increase in outsourcing. This will be combined with higher use of technology and implementation of tech enabled solutions to solve supply chain complexity.

SECTION 2: PERFORMANCE REVIEW2.1 Operations:

Your Company continues to take various initiatives to improve its growth, operating margin, and profitability in the coming year, with focus on transformational initiatives and technological developments.

TVS Supply Chain Solutions recorded its highest revenue ever in FY23 which exceeded INR 10,000 Crores, a significant milestone. In FY23, we also grew our EBITDA to INR 693 Crores, our highest ever till date.

The business in our home market of India grew an impressive 24.5% over versus FY22. Despite challenging macroeconomic conditions and in spite of the price reduction in the Global Freight business and slowdown of growth in most developed markets, revenue from rest of the world grew 5.9% versus FY22.

Your Company continued to strengthen its offerings in the end-to-end supply chain services. The Company has two segments consisting of Integrated Supply Chain Solutions (ISCS) and Network Solutions (consisting of Global Freight Forwarding Solutions (GFS) and Time Critical Last Mile Solutions [ILM]).

Both segments of ISCS and Network Solutions contributed to growth where ISCS has grown by 22.7% over FY22 and the Network Solutions segment has grown by 2.7% over FY22.

2.2 Recognition:

During the year under review, your Company was awarded with:

Â¦ "Overall Excellence in Logistics and Supply Chain" at the Cll SCALE Awards 2021.

Â¦ "Best Practice in Digital Transformation 2021" in the ''Innovative Category'' at the Cll Digital Transformation Awards 2021.

Â¦ "DnA (Digital and Analytics) Excellence Award" at the Cll SCALE Awards 2021.

Â¦ "Overall Excellence in Logistics and Supply Chain" at the Cll SCALE Awards 2022.

Â¦ "Scale of Scale" at the Cll SCALE Awards 2022.

2.3 Business development and Encirclement:

Ocean and air freight rates fell sharply in the second half of FY23, and this had an impact on growth in the Network Solutions Segment. However, robust business development through new customer wins across various sectors such as Utilities, Automotive, and Consumer Products, Automotive Components, Engineering etc. and encirclement in existing contracts helped offset impact of decline in freight rates.

SECTION 3: TECHNOLOGY:

Structural shifts in the industry have been making supply chains increasingly complex for customers, which has necessitated an increase in demand for technology-backed supply chain services to ensure high service levels.

Customer engagements show a trend towards technology led transformational engagements. In the recent past, nearly 20% of our customer proposals have a need for tech transformation of supply chains.

Your company provides specialized solutions to reduce complexity in our customers'' supply chains by using technology, data analytics and execution experience to offer key solutions such as accurate demand forecasting, inventory planning and production, procurement management, network optimization, visibility and supply chain agility to handle evolving needs. Our supply chain technologies and processes are the core of our solutions. With the help of our technology and software systems framework, we build tailor-made solutions for various supply chain activities. Our digital platforms are largely cloud based, powered by a micro service-based architecture and are highly scalable and reliable.

Software Suite and Technology Ecosystem

Your company has developed in-house software development capabilities, in addition to partnering with leading third-party software providers, which allows us to utilise our deep knowledge and experience of catering to customers'' needs to construct customized robust and flexible technology solutions. We continue to develop our in-house technology platform and at the same time, search for innovative third-party new generation tech solutions to integrate with our core technology platform. Our technology architecture has enabled us to integrate the technology we have acquired over the years.

During the year FY23, we continued to deploy and build enhancements to our core in-house technology platforms:

â¢ Trace: Spare parts logistics and warehouse management solution

â¢ MSys: Product data management, demand forecasting, warehouse mgmt. & analytics

â¢ Visibility: Inventory management solution

â¢ Courier Alliance: Marketplace to match courier partner with customer demand ensuring speedy completion of last mile delivery.

Cutting Edge Tech Engagements: Augmented Reality, Automation

Your company has recently been successful in deploying an augmented reality (AR) driven solution. This feat was achieved in a farm equipment customer location in the United States. Your company also embarked on a first-of-its-kind warehouse automation process with an Automated Storage and Retrieval System (ASRS) in a spares distribution facility for a large Indian two-wheeler OEM. The warehouse management system was integrated with SAP systems and a sorting conveyor was installed which has reduced manual effort. Such cutting-edge tech engagements are scalable solutions ripe for future deployments in other customer locations.

Improving Customer Experience with Real Time Visibility:

Your Company is committed to technological advancements to establish itself as tech-led supply chain provider. E-connect, a real-time visibility tool was rolled out in GFS to create 24/7 visibility of the shipment on the order item level as well as improve customer experience. The tool allows seamless integration between cloud-based data warehouse and real time data for shipment mapping and status updation.

Technology to Improve Operational Processes:

Your company has a strong focus on streamlining operational processes to build efficiencies. To address this growth pillar using technology, T-Jarvis, an in-house contract management tool was developed, whichallows automated approval from global corporate thus enabling an Audit trail. It also acts as an alerting system for the business for timely and proactive alerts creating business accountability.

SECTION 4: FINANCE:

4.1 Financial Performance

Your Company produced a strong revenue performance in FY23. Despite macro challenges in several economies, revenue performance was consistent across the five operating regions of the Company. Total revenue from operations grew 10.7% in FY22.

Your company posted its first year of full profit (profit after tax) since FY18. The profit after tax for FY23 was ^ 42 Crores. Even though the company was profitable from inception, it had been PAT negative since FY18 and this year it has become PAT positive after four years again.

4.2 Financing Initiatives:

Debt capital financing:

Your company has raised a capital of Rs.292.29 Crores through CCPS during the Calendar Year. This has been earmarked for long term borrowings repayments and the Company is also considering pre-paying the same in case that is more cost effective to the company.

In Indian operations, your Company continues to encourage ''SME/MSME category'' of vendors to be paid through A-TREDS line of credit (an RBI driven initiative) which eases liquidity issues for this category of vendors and improves sales margin for the Company.

Other updates:

Your Company has implemented cyber security insurance programme across India, Rest of Asia, US, and European operations with adequate cover and at competitive terms from leading global insurance companies.

SECTION 5: HUMAN RESOURCE

As on March 2023, your Company has a total of 18,068 employees on its rolls across the globe. A unified Human Resource Management System (HRMS) has been rolled out globally with one operation in our UK business and NA to be completed in the coming year. Continuous Learning for our employees is one of the core focus areas in the company and has been launched in Asia and NA with Europe scheduled to be covered in the coming year.

Your Company works with various educational institutions to support the entry-level talent and it has hired 65 Graduate Engineer Trainees ("GET") in the last Financial Year. This programme will continue to be in focus in the ongoing years..

SECTION 6: CORPORATE GOVERNANCE

Your company has always laid emphasis on the highest levels of corporate governance and compliance acrossthe organization : right from the Board of Directors to the operating level. During FY23, the Board was expanded with the appointment of another Independent Director in May, Sri. Tarun Khanna, a distinguished academician, author and economic strategist and the Jorge Paulo Lemann Professor at the Harvard Business School (HBS).

As a part of Corporate Governance measures, your company has a Code of Conduct that sets out the business practices and the principles of behaviour and the expectations for all employees'' working relationships with other employees, customers, business partners, suppliers, competitors, governments, public officials, and the wider community. The Code is aimed at maintaining and fostering a culture of high standards of business ethics, personal integrity, honesty, accountability and compliance globally across all TVS Supply Chain Solutions legal entities, subsidiaries, affiliates, joint-ventures and other business associates.

SECTION 7: ESG AND CSR

TVS Supply Chain Solutions has been an early adopter of Corporate Social Responsibility ("CSR") initiatives and recognized that integrating social, environmental and ethical responsibilities into the governance of businesses would ensure their long-term success, competitiveness and sustainability. Connecting with Community and giving back to society is a way of life for us at TVS. Our first initiative was started way back in 1947, inspired by Mahatma Gandhi. TVS has continued this legacy with various initiatives and Institutions, which carry forward the same, even today.

Your Company, during the year under review, has defined its Environment Social and Governance ("ESG") purpose globally as "Leveraging the Power of Us for a Sustainable Planet". The Company will be releasing an ESG framework basis the outcome of materiality assessment and road map to achieve ESG sustainable practices. Your Company aspires to become carbon neutral through reduction measures and responsible off-setting. The commitment to ESG will be through better working practices focusing on emission and energy management to reduce our carbon footprint.

- SCS UK has taken steps to move in the direction of carbon neutrality through various initiatives like replacement of Company vehicles with Hybrid or Plug-in Hybrid models, installation of Solar Photo Voltaic systems and zero waste in landfills through partnership with Suez Waste in 2020 to manage waste collections from all UK sites.

- SCS GFS Spain, Singapore and Australia have been carrying out various initiatives to minimise their carbon footprints by upgrading to hybrid fleet of cars for the sales team, electric warehouse vehicles, transparent panels on the roofs of warehouses to reduce electricity consumption and sensor taps.

- SCS India designed integrated separators with foldable crates which replaced existing usage of cartons and corrugated individual separators. This model resulted in 40% cost reduction to customer and savings of 15 tons per month corrugated waste reduction.

The "WIGYAAN" initiative of TVS SCS India, is a unique skill training initiative between Symbiosis Skills & Professional University and Fiat India Automobiles Private Limited launched in 2019. It offers a Diploma in Manufacturing Excellence to girls from underprivileged sections of the society through a two-year residential program conducted at the university campus and industry premises.

TVS SCS GFS India has been actively participating in CSR initiatives. They have carried out multiple initiatives such as trees plantation, pond de-silting, Swacch Bharath - Clean India Programs. Health care, medical and eyecare campaigns were also organised.

TVS SCS UK also conducted an in-house charity initiative, sponsored by colleagues and offering support to a variety of charitable causes; including charities which raise suicide awareness and prevention techniques, support veterans, mental health and wellbeing of Youth, providing a safe and engaging space for young people aged 8 -19 years.

DIVIDEND

In orderto conserve the resources of the Company, and to build up reserves and considering the business plans of the Company, no Dividend was declared for the current financial year.

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves during the financial year.

PROSPECTS

Your Company had taken various steps to strengthen the business development team. These measures are expected to enable the Company continue its focus on winning new business with new customers or encircling existing customers with new services to achieve higher turnover and profits in the years to come.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between April 1, 2023 and the date of this report other than those disclosed in the financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rules, the audited Consolidated Financial Statements of the Company and of all subsidiary and joint venture companies are enclosed.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

A separate statement containing the salient features of the audited financial statements of all the subsidiary and joint venture companies is attached to this Report.

The Company will make available the Annual Financial Statements of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Financial Statements of the subsidiary companies will also be kept open for inspection

at the Registered Office of the Company and that of subsidiary companies concerned. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

The details of investments made in various subsidiaries are provided as part of the Financial Statements for the year.

SHARE CAPITAL

During the year, the following changes have occurred in the issued, called, subscribed and paid-up equity share capital of the Company:

A. The Authorised Capital of the Company was increased from ^ 60 Crores to ^ 94 Crores.

B. The Authorised Capital Structure was reclassified as ^ 94 Crores divided into (i) equity share capital of ^ 58.26 Crores of ^ 1 each, and (ii) preference capital of (A) ^ 1.2 Crores of ^ 10 each, and (B) ^ 31.54 Crores preference shares of ^ 100 each (C) ^ 3 crores preference shares of ^ 1 each.

C. allotted 31,53,220 Compulsorily Convertible Preference Shares of face value of Rs.100/- each, at a price of Rs. 372/- each (premium of 272/- per share) to certain identified investor(s) on private placement /preferential basis

D. allotted 97,22,222 Compulsorily Convertible Preference Shares of face value of Rs.l/- each, at a price of Rs. 180/- each (premium of 179/- per share) to certain identified investor(s) on private placement /preferential basis

INITIAL PUBLIC OFFER

- Considering the market conditions, the Board of your Company have decided not to proceed with the proposed Initial Public offering ("IPOâ) for overall shares aggregating upto 9,91,95,358 shares Accordingly, the Draft Red Herring Prospectus ("DRFPâ) dated February 11, 2022, filed with Security and Exchange Board of India ("SEBI") was withdrawn.

- Earlier DRHP up to 9,91,95,358 shares

- Company has filed DRHP with SEBI on April 27, 2023, for an overall shares aggregating upto 3,94,81,747 which includes a fresh issue of equity shared up to ^ 750 Crores.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Sri. Bobby Pauly (DIN 06629688) has resigned from the Board of the

Company with effect from January 13, 2023, due to withdrawal of nomination by the investor- Tata

Opportunities Funds.

Sri. S Ravichandran (DIN:01485845), and Sri. Anand Kumar (DIN:00818724), Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Your Directors recommend the re-appointment of above Directors.

The Members at their 14^th Annual General Meeting appointed M/s. S.R. Batliboi & Associates LLP (Firm Registration No. 101049W/E300004), as the Statutory Auditors of the Company for a term of 5 (five) years from the conclusion of the 14^th Annual General Meeting of the Company till the conclusion of the 19^th Annual General Meeting. It is proposed to reappoint M/s. S.R. Batliboi & Associates LLP (Firm Registration No. 101049W/E300004) as Statutory Auditors for a consecutive term of 5 years from the conclusion of this meeting to 24^th Annual General Meeting. M/s. S.R. Batliboi & Associates LLP (Firm Registration No. 101049W/E300004) have confirmed their eligibility for re -appointment under Section 139 read with Section 141 of the Companies Act, 2013, and rules made thereunder.

INTERNAL AUDITORS

During the year, M/s. KPMG (Registered), was appointed as Internal Auditors of the Company to conduct the Internal Audit of the Company and its subsidiaries.

BOARD MEETINGS

During the year, the Board of Directors of your Company met seven times.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is annexed to this Report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Sri. K Venugopalan, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report is attached to this Report.

AUDIT COMMITTEE

The Audit Committee consists of Sri. S Mahalingam, Chairman, Sri. Balasubramanyam Sriram and Sri. Ravi Viswanathan as members. During the year under review, the Board has accepted all the recommendations of the Committee.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

In accordance with Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism and has a Whistle Blower Policy for the employees to report genuine concerns in such manner as prescribed.

NOMINATION AND REMUNERATION COMMITTEE

The Board has re-constituted Nomination and Remuneration Committee consists of Sri. Tarun Khanna, Chairman, Sri. Mahalingam and Sri. S. Ravichandran, as Members. The Company has framed a policy on the directorâs appointment and remuneration including criteria for determining qualifications, Independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee consists of Ms. Gauri Kumar, Chairperson, Ms. Shobhana Ramachandran and Sri. S. Ravichandran, Members. The Company has adopted a Corporate Social Responsibility (CSR) policy pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rule, 2014 and the Report on CSR Activities as required thereunder is attached to this Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders Relationship Committee consists of Ms. Gauri Kumar, Chairperson, Sri. Ravi Viswanathan and Sri. S Ravichandran, Members. The Committee was formed to consider and resolve the grievances/complaints of security holders of the Company

DEPOSITS

During the year, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies Acceptance of Rules, 2014. No amount on deposits was outstanding as on the Balance Sheet date.

LOANS, GUARANTEES OR INVESTMENTS

Details of loans, investments and guarantees covered under Section 186 of the Companies Act, 2013 are given in the Notes to the accompanying financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions entered by the Company during the financial year were during the ordinary course of business and at armâs length basis. The details of the transactions with related parties are provided in the accompanying financial statements.

INDEPENDENT DIRECTORS

Sri. S Mahalingam (DIN: 00121727) was re-appointed as an Independent Directors on the Board of your Company, for a period of five years, with effect from August 30,2018.

Ms. Gauri Kumar (DIN: 01585999) and Sri. Balasubramanyam Sriram (DIN: 02993708) were appointed as Independent Directors on the Board of your Company, for a period of five years, with effect from February 7, 2022.

Sri. Tarun Khanna (DIN: 01760700) was appointed as an Independent Director for a period of 5 years on the Board of your Company with effect from May 16, 2022.

The Company has received the declarations of Independence from them pursuant to Section 149(6) of the Companies Act, 2013.

EVALUATION OF BOARD /BOARD COMMITTEES

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out performance evaluation of its own performance, the directors individually as well as evaluation of the working of the Committees of the Board.

PARTICULARS OF EMPLOYEES

A statement containing the information as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has well-defined and adequate internal financial controls and procedures commensurate with its size & nature of its operations. This is further strengthened by the internal audit done concurrently and periodical reporting to the Audit Committee.

Periodic risk assessment of business risk environment is carried to identify significant risks to the achievement of business objectives of the Company. Key risks are reported and evaluated at appropriate forums and levels within the Company.

The Board has constituted a Risk Management Committee consists of Sri. Balasubramanyam Sriram, Chairman, Sri R Dinesh and Sri Ravi Viswanathan as Members to frame, implement and monitor the risk management plan for the Company.

ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

There has been no order passed by any Regulators or Court or Tribunal impacting the going concern status and future operations of the Company.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies {Cost Records and Audit) Rules, 2014, as amended from time to time, the maintenance of cost records is not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts have been prepared on a going concern basis;

(e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

(f) proper internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and are operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activity relating to conservation of energy or technology absorption.

The details of the foreign exchange earnings and outgo are:

in crores)

Foreign exchange earnings - 78.16 Foreign exchange outgo - 13.72

MANAGEMENT INCENTIVE PLAN

During the year under review, the Company has not granted stock options to the employees under the Management Incentive Plan. The disclosures in compliance with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014 are set out in Annexure and forms part of this Report.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND RDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the captioned Act and Rules made thereunder. An Internal Complaints Committee has been set up to redress complaints regarding sexual harassment. The Company has not received any complaint during the year under review.

OTHER DISCLOSURES

During the year under review, the Company has neither made any application nor has any proceedings pending under the Insolvency and Ban kruptcy Code, 2016. There was no instance of one-time settlement with any Bank or financial institutions.

The Company acknowledges with appreciation the co-operation and assistance received from the various governing authorities and business partners that have contributed to success during the year. The company also thanks and expresses appreciation for the employees, customers and suppliers at all levels for the consistent support received during the year

For and on behalf of the Board

Place: Chennai Date:

S Mahalingam (DIN:00121727) Chairman

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