Mar 31, 2026
G Provisions (other than for employee benefits)
A provision is recognised if, as a result of a past event,
the Company has a present legal or constructive
obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will
be required to settle the obligation. Provisions are
determined by discounting the expected future
cash flows (representing the best estimate of the
expenditure required to settle the present obligation
at the balance sheet date) at a pre-tax rate that
reflects current market assessments of the time
value of money and the risks specific to the liability.
The unwinding of the discount is recognised as
finance cost. Expected future operating losses are not
provided for.
A contract is considered to be onerous when the
expected economic benefits to be derived by
the Company from the contract are lower than
the unavoidable cost of meeting its obligations
under the contract. The provision for an onerous
contract is measured at the present value of the
lower of the expected cost of terminating the
contract and the expected net cost of continuing
with the contract. Before such a provision is
made, the Company recognises any impairment
loss on the assets associated with that contract.
Leases in which the Company does not transfer
substantially all the risks and rewards incidental to
ownership of an asset is classified as operating leases.
Rental income arising is accounted for on a straight¬
line basis over the lease term. Initial direct costs
incurred in negotiating and arranging an operating
lease are added to the carrying amount of the leased
asset and recognised over the lease term on the
same basis as rental income. Contingent rents are
recognised as revenue in the period in which they are
earned.
Leases are classified as finance leases when
substantially all of the risks and rewards of ownership
transfer from the Company to the lessee. Amounts
due from lessees under finance leases are recorded
as receivables at the Company''s net investment
in the leases. Finance lease income is allocated to
accounting periods so as to reflect a constant periodic
rate of return on the net investment outstanding in
respect of the lease.
The Company assesses at contract inception whether
a contract is, or contains, a lease. That is, if the
contract conveys the right to control the use of an
identified asset for a period of time in exchange
for consideration. The Company applies a single
recognition and measurement approach for all
leases, except for short-term leases. The Company
recognises lease liabilities to make lease payments
and right-of-use assets representing the right to use
the underlying assets.
The Company recognises right-of-use assets at
the commencement date of the lease (i.e., the
date the underlying asset is available for use).
Right-of-use assets are measured at cost, less
any accumulated depreciation and impairment
losses, and adjusted for any remeasurement
of lease liabilities. The cost of right-of-use
assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease
payments made at or before the commencement
date less any lease incentives received. Right-
of-use assets are depreciated on a straight-line
basis over the shorter of the lease term or the
estimated useful lives of the assets.
If ownership of the leased asset transfers to the
Company at the end of the lease term or the
cost reflects the exercise of a purchase option,
depreciation is calculated using the estimated
useful life of the asset. The right-of-use assets are
subject to impairment.
At the commencement date of the lease, the
Company recognises lease liabilities measured
at the present value of lease payments to be
made over the lease term. The lease payments
include fixed payments (including in substance
fixed payments) less any lease incentives
receivable, variable lease payments that depend
on an index or a rate, and amounts expected to
be paid under residual value guarantees. The
lease payments also include the exercise price
of a purchase option reasonably certain to be
exercised by the Company and payments of
penalties for terminating the lease, if the lease
term reflects the Company exercising the option
to terminate. Variable lease payments that do not
depend on an index or a rate are recognised as
expenses (unless they are incurred to produce
inventories) in the period in which the event or
condition that triggers the payment occurs.
In calculating the present value of lease
payments, the Company uses its incremental
borrowing rate at the lease commencement
date because the interest rate implicit in the
lease is not readily determinable. After the
commencement date, the amount of lease
liabilities is increased to reflect the accretion of
interest and reduced for the lease payments
made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification,
a change in the lease term, a change in the lease
payments (e.g., changes to future payments
resulting from a change in an index or rate used
to determine such lease payments) or a change
in the assessment of an option to purchase the
underlying asset.
The Company applies the short-term lease
recognition exemption to its short-term leases
(i.e., those leases that have a lease term of 12
months or less from the commencement date
and do not contain a purchase option). Lease
payments on short-term leases are recognised
as expense on a straight-line basis over the lease
term.
I Contingent liabilitiesContingent liability is disclosed for all:
- possible obligation that arises from past events
and whose existence will be confirmed only by
the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control
of the Company (or)
- present obligations arising from past events where
it is not probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation or a sufficiently reliable estimate
of the amount of the obligation cannot be made.
J Property, plant and equipmenti. Recognition and measurement
On transition to Ind AS (i.e. 1 April 2016),
the Company has elected to continue with
the carrying value of all Property, plant and
equipment measured as per the previous GAAP
and use that carrying value as the deemed cost of
Property, plant and equipment.
For subsequent acquisition, items of property,
plant and equipment (other than land) are
measured at cost, which includes capitalised
borrowing costs, less accumulated depreciation
and accumulated impairment losses, if any.
Capital work in progress is stated at cost, net of
accumulated impairment loss, if any.
Cost of an item of property, plant and equipment
comprises its purchase price, including import
duties, if any and non-refundable purchase taxes,
after deducting trade discounts and rebates, any
directly attributable cost of bringing the item to
its working condition for its intended use and
estimated costs of dismantling and removing the
item and restoring the site on which it is located.
When significant parts of plant and equipment
are required to be replaced at intervals, the
Company depreciates them separately based on
their specific useful lives. Likewise, when a major
inspection is performed, its cost is recognised in
the carrying amount of the plant and equipment
as a replacement if the recognition criteria are
satisfied. All other repair and maintenance costs
are recognised in profit or loss as incurred.
An item of property, plant and equipment
and any significant part initially recognised
is derecognised upon disposal or when no
future economic benefits are expected from
its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the
difference between the net disposal proceeds
and the carrying amount of the asset) is included
in the statement of profit and loss when the asset
is derecognised.
Subsequent expenditure is capitalised only if it
is probable that the future economic benefits
associated with the expenditure will flow to
the Company and the cost of the item can be
measured reliably.
Depreciation is calculated on cost of items
of property, plant and equipment less their
estimated residual values over their estimated
useful lives using the straight-line method, and
is generally recognised in the statement of profit
and loss. Freehold land is not depreciated.
The Company reviews the estimated residual
values and expected useful lives of assets at least
annually.
The estimated useful lives of items of property,
plant and equipment for the current and
comparative periods are as follows:
Based on technical evaluation and consequent
advice, the management believes that its
estimates of useful lives as given above best
represent the period over which management
expects to use these assets and are different
from those prescribed in Schedule II of the Act.
Depreciation on additions (disposals) is provided
on a pro-rata basis i.e. from (up to) the date on
which asset is ready for use (disposed of).
Cash and cash equivalent comprise of cash on hand
and at banks including short-term deposits with an
original maturity of three months or less, that are
readily convertible to a known amount of cash and
which are subject to an insignificant risk of changes in
value. Other bank deposits which are not in the nature
of cash and cash equivalents with an original maturity
period of more than three months are classified as
other bank balances.
For the purpose of the standalone statement of cash
flows, cash and cash equivalents consist of cash
and short-term deposits, as defined above, net of
outstanding bank overdrafts as they are considered
an integral part of the Company''s cash management.
Cash flows are reported using the indirect method,
whereby profit before tax is adjusted for the effects of
transactions of a non cash nature and any deferrals or
accruals of past or future cash receipts or payments.
The cash flows from regular revenue generating,
financing and investing activities of the Company are
segregated.
Operating segments are reported in a manner
consistent with the internal reporting provided to the
chief operating decision maker. The Key managerial
personnel comprising the Managing Director and
Deputy Managing Director assess the financial
performance and position of the Company, and make
strategic decisions and have been together identified
as being the chief operating decision maker (''CODM'').
N Recognition of dividend income, interest income
or expense
Dividend income is recognised in profit or loss on the
date on which the Company''s right to receive payment
is established.
Interest income or expense is recognised using the
effective interest method.
The ''effective interest rate'' is the rate that exactly
discounts estimated future cash payments or receipts
through the expected life of the financial instrument
to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
In calculating interest income and expense, the
effective interest rate is applied to the gross carrying
amount of the asset (when the asset is not credit-
impaired) or to the amortised cost of the liability.
However, for financial assets that have become credit-
impaired subsequent to initial recognition, interest
income is calculated by applying the effective interest
rate to the amortised cost of the financial asset. If the
asset is no longer credit-impaired, then the calculation
of interest income reverts to the gross basis.
Income tax comprises current and deferred tax. It is
recognised in statement of profit and loss except to
the extent that it relates to a business combination
or to an item recognised directly in equity or in other
comprehensive income.
Current tax comprises the expected tax payable
or receivable on the taxable income or loss for
the year and any adjustment to the tax payable
or receivable in respect of previous years. The
amount of current tax reflects the best estimate
of the tax amount expected to be paid or
received after considering the uncertainty, if any,
related to income taxes. It is measured using
tax rates (and tax laws) enacted or substantively
enacted by the reporting date.
Current tax assets and current tax liabilities are
offset only if there is a legally enforceable right to
set off the recognised amounts, and it is intended
to realise the asset and settle the liability on a net
basis or simultaneously.
Management periodically evaluates positions
taken in the tax returns with respect to situations
in which applicable tax regulations are subject
to interpretation and considers whether it is
probable that a taxation authority will accept
an uncertain tax treatment. The Company shall
reflect the effect of uncertainty for each uncertain
tax treatment by using either most likely method
or expected value method, depending on
which method predicts better resolution of the
treatment.
Deferred tax is recognised in respect of
temporary differences between the carrying
amounts of assets and liabilities for financial
reporting purposes and the corresponding
amounts used for taxation purposes. Deferred
tax is also recognised in respect of carried
forward tax losses and tax credits. Deferred tax is
not recognised for:
- temporary differences arising on the initial
recognition of assets or liabilities in a
transaction that is not a business combination
and that affects neither accounting nor taxable
profit or loss at the time of the transaction;
- temporary differences related to investments in
subsidiaries, associates and joint arrangements
to the extent that the company is able to control
the timing of the reversal of the temporary
differences and it is probable that they will not
reverse in the foreseeable future; and
- taxable temporary differences arising on the
initial recognition of goodwill.
Deferred tax assets are recognised to the extent
that it is probable that future taxable profits will
be available against which they can be used.
Deferred tax assets - unrecognised or recognised
are reviewed at each reporting date and are
recognised/ reduced to the extent that it is
probable/ no longer probable respectively that
the related tax benefit will be realised.
Deferred tax is measured at the tax rates that are
expected to apply to the period when the asset
is realised or the liability is settled, based on the
laws that have been enacted or substantively
enacted by the reporting date.
The measurement of deferred tax reflects the
tax consequences that would follow from the
manner in which the Company expects, at the
reporting date, to recover or settle the carrying
amount of its assets and liabilities.
The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced
to the extent that it is no longer probable that
sufficient taxable profit will be available to allow
all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed
at each reporting date and are recognised to the
extent that it has become probable that future
taxable profits will allow the deferred tax asset to
be recovered.
In assessing the recoverability of deferred tax
assets, the Company relies on the same forecast
assumptions used elsewhere in the financial
statements and in other management reports.
Borrowing costs are interest and other costs (including
exchange differences relating to foreign currency
borrowings to the extent that they are regarded as an
adjustment to interest costs) incurred in connection
with the borrowing of funds. Other borrowing costs
are recognised as an expense in the period in which
they are incurred.
Basic earnings per equity share are computed by
dividing the net profit or loss attributable to the equity
holders of the Company by the weighted average
number of equity shares outstanding during the
period. Diluted earnings per share are computed
by dividing the net profit attributable to the equity
holders of the Company by the weighted average
number of equity shares considered for deriving basic
earnings per equity share and also weighted average
number of equity shares that could have been issued
upon conversion of all dilutive potential equity shares.
Inventories consist of purchase of stock in trade,
stores, spare parts and are measured at the lower of
cost and net realisable value. The cost of inventories
is based on the first-in first-out basis, and includes
expenditure incurred in acquiring the inventories
and other costs incurred in bringing them to their
present location and condition. Cost includes cost
of Purchases, other costs, labour and a proportion
of overheads but excluding borrowing costs. Net
realisable value is the estimated selling price in the
ordinary course of business, less estimated costs
of completion and the estimated costs necessary
to make the sale. The comparison of cost and net
realisable value is made on an item by item basis.
Inventories are written down for obsolete/slow-
moving/non-moving items, wherever necessary.
Exceptional items include income or expense that are
considered to be part of ordinary activities, however
are of such significance and nature that separate
disclosure enables the user of the financial statements
to understand the impact in a more meaningful
manner.
The Company''s Standalone financial statements
are presented in INR, which is also the Company''s
functional currency.
Transactions in foreign currencies are initially
recorded at the functional currency of the Company,
at the exchange rates at the dates of the transactions
or an average rate if the average rate approximates
the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency
at the exchange rate at the reporting date. Non¬
monetary assets and liabilities that are measured at
fair value in a foreign currency are translated into the
functional currency at the exchange rate when the
fair value was determined. Non-monetary assets and
liabilities that are measured based on historical cost in
a foreign currency are translated at the exchange rate
at the date of the transaction. Exchange differences
are recognised in statement of profit and loss.
Investment in subsidiaries is carried at cost in the
separate financial statements.
The Company applied for the first-time certain
standards and amendments, which are effective for
annual periods beginning on or after 1 April 2025.
The Company has not early adopted any standard,
interpretation or amendment that has been issued
but is not yet effective.
(i) Amendments to Ind AS 21 - Lack of
exchangeability
The Ministry of Corporate Affairs (MCA) notified
the Companies (Indian Accounting Standards)
Amendment Rules, 2025, which amend Ind AS
21, The Effects of Changes in Foreign Exchange
Rates to specify how an entity should assess
whether a currency is exchangeable and how it
should determine a spot exchange rate when
exchangeability is lacking. The amendments also
require disclosure of information that enables
users of its financial statements to understand
how the currency not being exchangeable into
the other currency affects, or is expected to
affect, the entity''s financial performance, financial
position and cash flows.
The amendments are effective for annual
reporting periods beginning on or after 1 April
2025. When applying the amendments, an entity
cannot restate comparative information.
The amendments do not have a material impact
on the financial statements.
(ii) Amendments to Ind AS 1 - Classification of
Liabilities as Current or Non-current and Non¬
current Liabilities with Covenants
In August 2025, the MCA notified amendments
to paragraphs 69 to 76 of Ind AS 1 to specify the
requirements for classifying liabilities as current
or non-current. The amendments clarify:
⢠What is meant by a right to defer settlement
⢠That a right to defer must exist at the end of
the reporting period
⢠That classification is unaffected by the
likelihood that an entity will exercise its
deferral right
⢠That only if an embedded derivative in
a convertible liability is itself an equity
instrument would the terms of a liability not
impact its classification
In addition, a requirement has been introduced
to require disclosure when a liability arising from
a loan agreement is classified as non-current and
the entity''s right to defer settlement is contingent
on compliance with future covenants within
twelve months.
If there is a breach of a material covenant of a
long term loan arrangement on or before the end
of the reporting period, resulting in the liability
becoming payable on demand as at the reporting
date, and the lender agrees-after the reporting
period but before the financial statements are
approved for issue-not to demand repayment
for at least 12 months as a consequence of the
breach, this shall be treated as an adjusting
event. Accordingly, the entity is not required to
classify the liability as current.
The amendments are effective for annual
reporting periods beginning on or after 1 April
2025 retrospectively in accordance with Ind AS 8.
The amendments does not have any impact on
the financial statements.
(iii) Amendments to Ind AS 7 and Ind AS 107 -
Supplier Finance Arrangements
In August 2025, the MCA notified amendments to
Ind AS 7 Statement of Cash Flows and Ind AS 107
Financial Instruments: Disclosures to clarify the
characteristics of supplier finance arrangements
and require additional disclosure of such
arrangements. The disclosure requirements in
the amendments are intended to assist users of
financial statements in understanding the effects
of supplier finance arrangements on an entity''s
liabilities, cash flows and exposure to liquidity
risk.
The amendments does not have any impact on
the financial statements.
(iv) International Tax Reform-Pillar Two Model
Rules Amendments to Ind AS 12
In August 2025, the MCA notified amendments
to Ind AS 12 Income Taxes in response to the
OECD''s BEPS Pillar Two rules and include:
⢠A mandatory temporary exception to the
recognition and disclosure of deferred
taxes arising from the jurisdictional
implementation of the Pillar Two model
rules; and
⢠Disclosure requirements for affected entities
to help users of the financial statements
better understand an entity''s exposure to
Pillar Two income taxes arising from that
legislation, particularly before its effective
date.
The mandatory temporary exception the use
of which is required to be disclosed applies
immediately. The remaining disclosure
requirements apply for annual reporting periods
beginning on or after 1 April 2025, but not for any
interim periods ending on or before 31 March
2026.
The amendments had no impact on the financial
statements as the Company is not in scope of the
Pillar Two model rules.
W Standards notified but not yet effective
The amendments to the standards that are notified
by the Ministry of Corporate Affairs (MCA), but
not yet effective, up to the date of issuance of the
Company''s financial statements are disclosed below.
The Company will adopt these amendments to the
standards, when they become effective.
(i) Amendments to Ind AS 1 - Classification of
Liabilities as Current or Non-current and
Non-current Liabilities with Covenants and
Ind AS 10 Events after the Reporting Period
Ind AS 10 has been amended to remove the
previous treatment under which a lender''s
post reporting date waiver-granted before the
financial statements were approved for issue-of a
breach of a material covenant in a long term loan
arrangement that occurred on or before the end
of the reporting period, resulting in the liability
becoming payable on demand at the reporting
date, was regarded as an adjusting event
For annual reporting periods beginning on or
after 1 April 2026, any breach of a covenant-
whether material or immaterial-occurring on
or before the reporting date will, in accordance
with Ind AS 1, require the related liability to
be classified as current, unless the lender has
granted a waiver of the breach on or before the
reporting date and has agreed not to demand
repayment for at least 12 months after the
reporting date as a consequence of the breach.
Such a waiver shall be treated as an adjusting
event.
The amendments are effective for annual
reporting periods beginning on or after 1 April
2026 retrospectively in accordance with
Ind AS 8.
Notes:
1) On March 23, 2025, TVS America Inc. has filed Articles of Dissolution with the Michigan Department of Licensing and
Regulatory Affairs (LARA) to formally commence the process of dissolving the Company in accordance with Michigan
law. The dissolution was approved by LARA on March 25, 2025.
2) Draft Scheme of Amalgamation
The Board of Directors at its meeting held on February 5, 2024, has accorded its approval to the draft Scheme of
Amalgamation which provides for the merger of TVS SCS Global Freight Solutions Limited, White Data Systems
Private Limited, SPC International (India) Private Limited and FLEXOL Packaging (India) Limited which are wholly
owned subsidiaries of the Company, and Mahogany Logistics Services Private Limited (formerly known as ''DRSR
Logistics Services Private Limited'') with and into TVS Supply Chain Solutions Limited.
BSE and NSE have, vide their letters dated January 1,2025 and February 28, 2025, respectively, conveyed "no adverse
observations / no-objection" to the Scheme. The Scheme would be subject to the sanction and approval of the
National Company Law Tribunal and shareholders.
The application for merger of TVS SCS Global Freight Solutions Limited, White Data Systems Private Limited, FLEXOL
Packaging (India) Limited and Mahogany Logistics Services Private Limited (formerly known as ''DRSR Logistics
Services Private Limited'') with and into TVS Supply Chain Solutions Limited was filed with National Company Law
Tribunal, Chennai and the application for merger of SPC International (India) Private Limited with and into TVS Supply
Chain Solutions Limited was filed with National Company Law Tribunal, Bangalore on March 31,2025.
NCLT, Chennai vide their order dated May 30, 2025, directed the Company to convene the meeting of Equity
Shareholders and Unsecured Creditors of the Company on July 30, 2025 ("NCLT Convened Meetings") for their
approval. Pursuant to the directions of NCLT, Chennai, the NCLT Convened Meetings were held and resolutions were
passed with requisite majority. Post approval of shareholders and creditors, the Company filed a petition with NCLT
b. Terms/rights attached to equity shares
The Company has one class of equity shares having face value of ''1 per share. Each holder of equity shares is entitled to
one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of
Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
c. Terms/rights attached to preference shares
The preference shares shall be cumulative, redeemable, non-convertible, participating preference shares (''preference
shares''). The preference shares shall carry a preferential right to dividends over the Equity Shares. The preference
shares shall carry a fixed rate of preferential dividend at the rate of 0.0001% per annum. In addition to the fixed rate of
dividend, the preference shareholders shall, at their discretion, be entitled to additional preferential dividend and carry a
preferential right to dividends over the equity shares. The preference shares shall be redeemed, from time to time as may
be required by the preference shareholders at face value plus the redemption premium payable thereon no later than 20
years from the date of allotment or longer period as may be prescribed by law.
The holder of preference shares have a right to vote only on resolutions placed before the company which directly affect
the rights attached to preference shares and, any resolution for the winding up of the company or for the repayment or
reduction of its equity or preference share capital and voting right on a poll shall be in proportion to the share in the paid-
up preference share capital of the company. On winding up or repayment of capital, the preference shareholders shall
carry a preferential right of repayment.
26B Other Equity
Securities premium
Securities premium represents premium received on issue of shares and it is utilised in accordance with the provisions
for the Companies Act, 2013.
Capital reserve
During earlier years, the Company had reissued the shares forfeited and the profit on reissue of such forfeited shares
were transferred to capital reserve.
Capital redemption reserve
During the year ended 31 March 2018, the Company had redeemed preference shares issued to Tata International
Limited and Tata Industries Limited, out of profits of the Company. A sum equivalent to the nominal amount of the shares
redeemed had been transferred to capital redemption reserve in accordance with the provisions of the Companies Act,
2013.
The Company has Management Incentive Plan (MIP) scheme and ESOP 21 scheme under which share options are granted
to employees which has been approved by the shareholders of the company. In accordance with the terms of the plan,
eligible employees may be granted options to purchase equity shares of the Company if they are in service on exercise of
the grant. Each employee share option converts into one equity share of the company on exercise at the exercise price as
per the scheme. The option carry neither rights to dividend nor voting rights. Options can be exercised at any time from
the date of vesting to the date of their expiry.
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a
specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a
dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total
dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies
Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been
withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the
specific requirements of Companies Act, 2013.
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general
reserve or other reserve as well as dividends or other distributions paid to shareholders. The amount is available for
distribution to the shareholders.
Re-measurement gains/ (losses) on defined benefit plans
Re-measurement gains/ (losses) on defined benefit plans comprises actuarial gains and losses and return on plan assets
(excluding interest income).
The Company intends to maintain a strong capital base so as to maintain investor, creditor confidence and to sustain
future development of the business
The Company monitors capital using a ratio of ''debt'' to ''equity''. For this purpose, debt is defined as total debt, comprising
interest-bearing loans and borrowings and obligations under finance leases. Equity comprises all components of equity.
There were no changes to the measure of monitoring capital in the periods presented.
B Secured loans
Secured term loan from banks
Term loans from HDFC Bank Limited are secured by hypothecation of vehicles acquired out of the loan.
C Redeemable Preference Shares
The Company has cumulative, redeemable, non-convertible, participating preference shares. These preference shares
have been classified as a liability. For rights, preferences and restrictions attached to preference shares attached to these
preference shares refer note 26A.
D Changes in liabilities arising from financing activities
Certain items of plant and machinery have been obtained on finance lease basis. The legal title to these items vests with
their lessor. The total future minimum lease payments at the balance sheet date, element of interest included in such
payments, and present value of these minimum lease payments are as follows:
a) The Company has used the borrowings from banks for the specific purpose for which it was taken at the balance
sheet date.
b) The quarterly returns/statements of current assets filed by the Company with banks in relation to secured
borrowings wherever applicable, are in agreement with the books of accounts.
32 Employee benefits
A Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying
employees towards Provident Fund (PF) and employees'' state insurance (ESI) scheme which are defined contribution
plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to
the statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to Provident
Fund and ESI for the year aggregated to ''35.91 crores (31 March 2025: ''34.14 crores).
For details about the related employee benefit expenses, see note 9.
The Company has a defined benefit gratuity plan in India (the Plan), governed by the Payment of Gratuity Act, 1972. The
Plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen
days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last
drawn by the employee at the time of retirement, death or termination of employment.
These defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market
(investment) risk.
The gratuity plan of the Company is a partially funded plan with the Company making periodic contributions to a fund
managed by Life Insurance Corporation (LIC).
B. Reconciliation of the net defined benefit (asset)/ liability
The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit
(asset)/ liability and its components:
The company has Management Incentive Plan (MIP) scheme and ESOP 21 scheme under which share options are granted
to employees which has been approved by the shareholders of the company. In accordance with the terms of the plan,
eligible employees may be granted options to purchase equity shares of the company if they are in service on exercise of
the grant. Each employee share option converts into one equity share of the company on exercise at the exercise price as
per the scheme. The option carry neither rights to dividend nor voting rights. Options can be exercised at any time from
the date of vesting to the date of their expiry.
Fair value of share options granted during the year
During the year ended 31 March 2026, the Company had granted 2,00,000 stock options (31 March 2025 : 1,75,000) to
certain identified employees. The weighted average fair value of options granted during the year is 123.05 (31 March 2025
: 189.40). The Options were priced using a Black Scholes option valuation model & Monte Carlo simulation model for MIP
I and II respectively. Where relevant, the expected life used in the model has been adjusted based on management''s best
estimate for the effects of non-transferability, exercise restrictions and behavioural considerations. Expected volatility is
based on the historical share price volatility of guideline companies in developed and developing countries.
33 Leases
Finance leases as lessor
The Company''s leasing arrangement represents the certain forklifts and other assets given to customers which have
been classified under Ind AS 116 on Leases as Finance lease. The lease term covers the substantial period of the assets
and all the risks and rewards of ownership are transferred to the lessee. The Company records disposal of the property
concerned and recognizes the finance income as part of Other income.
The reconciliation between the gross investment in the lease at the end of the reporting year, and the present value of
minimum lease payments receivable at the end of the reporting year are as follows:
From time to time, the Company is involved in claims and legal matters arising in the ordinary course of business.
Management is not currently aware of any matters that will have a material adverse effect on the financial position,
results of operations, or cash flows of the Company.
*The Company has challenged the demand orders from Provident Fund authorities aggregating to ''17.23 crores for the
periods April 2011 to February 2015 on the grounds that provident fund on certain allowances need not be included for
calculation of the Provident Fund contribution, as the same is not universally paid to all the employees of the Company.
The Hon''ble Supreme Court of India by their order dated February 28, 2019, set out the principles based on which
allowances paid to the employees should be identified for inclusion for the purposes of computation of the Provident
Fund contribution.
With respect to the demand order for the period from April 2011 to October 2013, originally amounting to ''12.49
crores, the Company had filed a review petition before the Regional Provident Fund Commissioner (RPFC) seeking
reconsideration of the demand in light of the Supreme Court''s decision. Pursuant to the reassessment undertaken by the
EPFO, the RPFC issued a final order dated April 3, 2025, (received by the Company on April 21,2025) revising the demand
to ''8.21 crores after excluding certain allowances. However, since five allowances which are not universally and uniformly
paid were still considered, the Company, based on legal advice, deposited 25% of the reassessed amount (''2.05 crores)
on July 23, 2025 and filed a writ petition before the Hon''ble High Court of Madras. The Hon''ble High Court granted a stay
on recovery and permitted the Company to approach the EPF Tribunal. Subsequently, as directed by the EPF Tribunal, the
Company deposited an additional 25% of the reassessed amount (''2.05 crores) on September 17, 2025, aggregating to a
total deposit of 50% (''4.10 crores), and is contesting the matter. The case is currently pending before the EPF Tribunal.
With respect to the demand order for the period from November 2013 to February 2015 amounting to ''9.02 crores, the
matter is pending before the PF Appellate Tribunal. The Company has remitted a deposit of ''3.60 crores during the year
ended March 31,2023. Based on the management''s assessment supported by external legal advice, the Company is of
the view that no provision is required for the aforesaid matters as at March 31,2026 and March 31,2025.
# Fund based guarantees are disclosed to the extent of the total facility. Non-fund based guarantees are disclosed only to
the extent of utilization.
35 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
The management has identified enterprises which have provided goods and services to the Company and which qualify
under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development
Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31,2026 has
been made in these standalone financial statements based on information received and available with the Company, to
the extent identified by the management.
36 Related party disclosures (continued)Terms of the related party transactions:
Income from Supply Chain Management Services: Income from these services provided to related parties are on the
same terms as applicable to third parties in an arm''s length transaction and in the ordinary course of business. Such
transactions generally include payment terms requiring related parties to make payments within 15 to 60 days from the
date of invoice.
Other income (Cross charges): The Company incurs certain common expenses, which are cross-charged to its subsidiary
companies with an arm''s length mark-up. The mark-up is determined based on a transfer pricing study conducted by tax
professionals engaged by the Company.
Loans from subsidiaries and related interest expense: As described in the note 27 of the standalone financial
statements, during the year ended March 31,2026, the Company obtained loans aggregating to ''40.0 crores from its
subsidiaries, Flexol (Packaging) India Private Limited (''3.5 crores) and TVS SCS Global Freight Solutions Limited (''36.5
crores) for working capital purposes. These loans were repayable on demand and carried an interest ranging from 7.85%
to 8.20% per annum. The company also obtained a term loan of ''8.5 crores from Fit 3PL Warehousing Private Limited
repayable in 2028 carrying an interest of 7.85% to 8.20% per annum. These loans were extended at the prevailing interest
rate on an arm''s length basis. The Company has serviced interest payments on these loans in a timely manner.
Investment made in Subsidiaries & Joint Venture: The Company has invested in equity shares of its wholly owned
subsidiaries. During the current year, the Company infused fresh equity amounting to ''21.35 crores and converted
existing loans amounting to ''129.59 crores in its wholly owned subsidiary, TVS Logistics Investments USA Inc . The
investment has been utilized by the subsidiaries for the purpose it was obtained. The subsidiaries have only one class
of equity shares carrying one vote per share. In the event of liquidation, the holders of equity shares will be entitled to
receive its remaining assets, after distribution of all preferential amounts. The distribution will be in proportion to the
number of equity shares held by the shareholders. Refer note 16A for impairment against investments.
Purchase of property, plant & equipment, goods and services: In the ordinary course of business, the Company
receives freight and forwarding services, software, consulting services, and procures property, plant & equipment,
spare parts and consumables from both third parties and related parties. These purchases from related parties on the
same terms as applicable to third parties in an arm''s length transaction and in the ordinary course of business. Such
purchases generally include payment terms requiring the Company to make payment within 30 to 60 days from the date
of submission of the invoice.
Sale of Property Plant and Equipment: During the current and previous year, the Company disposed of items of
property, plant, and equipment to related parties. The sales were conducted on the same terms as those applicable to
third parties, in arm''s length transactions and in the ordinary course of business. Such sales generally include payment
terms requiring payment within 30 to 60 days from the date of submission of the invoice.
Rental Expenses: In the ordinary course of business, the Company leases warehouses and offices from both third parties
and certain related parties, based on its business needs. Rental expenses paid to related parties are based on prevailing
market rates and determined on an arm''s length basis.
Compensation to KMP of the Company: The amounts disclosed in the table are the amounts recognised as an
expense during the financial year related to KMP. The amounts do not include expense, if any, recognised toward post¬
employment benefits and other long-term benefits of key managerial personnel. Such expenses are measured based
on an actuarial valuation done for the Company as a whole. Hence, amounts attributable to KMPs are not separately
determinable.
Expenses incurred by and reimbursed to: Related parties make certain payment on behalf of the Company. In such
cases, reimbursement to the related parties are due within period of 15 to 30 days. The amounts payable are unsecured
and interest free.
Expenses incurred on behalf of: The Company makes certain payment on behalf of related parties. In such cases,
reimbursement from the related party are due within period of 15 to 30 days. The amount recoverable are unsecured
and interest free.
Guarantees given on behalf of wholly owned subsidiary: The Company has charged 1% of the amounts guaranteed
for fund-based guarantees issued to subsidiaries towards the guarantee fee. This fee is determined on an arm''s length
basis and a transfer pricing study was conducted by tax professionals engaged by the Company. The company has
provided guarantees for performance of certain contracts entered into by its subsidiaries. The aggregate amount of non¬
fund-based guarantees outstanding as at the reporting date is ''20.77 crores (March 31,2025: ''5.48 crores).
Security Deposit: In the normal course of business, the Company pays security deposits for warehouse and office leases
in accordance with the terms of the agreements entered into with the respective parties. The applicable terms, including
the amount of security deposit, are determined on an arm''s length basis.
Receivables: Trade receivables/other receivables outstanding balances are unsecured, interest free and require
settlement in cash. No guarantee or other security has been received against these receivables. The amounts are
recoverable within 30 to 90 days from the reporting date (March 31,2025: 30 to 90 days from the reporting date). For
the year ended March 31,2026, the Company has not recorded any impairment on receivables due from related parties
(March 31,2025: Nil).
Payables: Trade payables/other payables outstanding balances are unsecured, interest free and require settlement in
cash. No guarantee or other security has been given against these payables. The amounts are payable within 30 to 60
days from the reporting date (31 March 2025: 30 to 60 days from the reporting date).
The Company has international transactions with related parties. The management confirms that all such transactions are
in compliance with the provisions of Income-tax Act, 1961. The management also confirms that it maintains documents
as prescribed by the Income Tax Act to prove that the international and domestic transactions are at arm''s length and the
aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax
expense and that of provision for taxation.
39 Financial instruments - Fair values and risk management
A. Accounting classification and fair values and fair value hierarchy
This section explains the carrying amounts and fair values of financial assets and liabilities, including judgements and
estimates made in determining the fair values of the standalone financial instruments that are (a) recognised and
measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has
classified its financial instruments into the three levels as described in note 3.
Note: The Company has not disclosed fair values of financial instruments such as loans, deposits and other receivables,
trade receivables, cash and cash equivalents, other bank balances, other financial assets, borrowings, trade payables,
lease liabilities and other financial liabilities because their carrying amounts are reasonable approximations of their fair
values. The Company has also not disclosed fair values of investments carried at cost.
There have been no transfers between Level 2 and Level 3 during the periods.
The Company has exposure to the following risks arising from financial instruments:
- credit risk;
- liquidity risk; and
- market risk
The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk
management framework. The Board of Directors along with the senior management are responsible for developing and
monitoring the Company''s risk management policies.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company,
through its training and management standards and procedures, aims to maintain a disciplined and constructive control
environment in which all employees understand their roles and obligations.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from the Company''s receivables from customers; loans and investments.
The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the
creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company
establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of
the Company''s trade receivables, certain loans and advances and other financial assets.
The Company determines credit risk based on a variety of factors including but not limited to the age of the receivables,
cash flow projections and available information about customers from internal/external sources. The Company
establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables.
The ageing of trade receivables that were not impaired as at the reporting date was:
Trade and other receivables
The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
demographics of the customer, including the default risk of the industry and country in which the customer operates, also
has an influence on credit risk assessment.
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine
incurred and expected credit losses. The impairment loss at the reporting dates relates to several customers that have
defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly
due to economic circumstances.
impairment losses on financial instruments represent the net charge recognised under the expected credit loss model
in accordance with Ind AS 109, comprising movements in loss allowance of ''13.78 crores (31 March 2025 : ''2.41 crores)
and write-off of financial assets amounting to ''9.44 crores (31 March 2025 : ''9.52 crores). The impairment reflects
management''s assessment of credit risk and recoverability of financial assets as at the reporting date.
Cash and cash equivalents and other bank balances
The Company holds cash and bank balances of ''164.57 crores as at 31 March 2026 (31 March 2025: ''189.75 crores). The
credit worthiness of such banks and financial institutions are evaluated by the management on an ongoing basis and is
considered to be good.
Deposits and other receivables
The Company has Deposits and other receivables of ''171.26 crores as at 31 March 2026 (31 March 2025: ''163.62 crores).
It consists of deposit given in relation to leasehold premises occupied by the Company for carrying out its operations and
receivable from subsidiaries. The Company does not expect any losses from non-performance by these counter-parties.
Loans, Investments and Other financial assets
The Company has loans, investments and other financial assets of ''3.87 crores as at 31 March 2026 (31 March 2025:
''123.02 crores). The credit worthiness of such parties are evaluated by the management on an ongoing basis and are
provided wherever necessary and the remaining balances are considered to be good.
Liquidity risk is the risk that the Company wil
Mar 31, 2025
1) The Board of Directors in their meeting dated March 25, 2024 approved the proposal for dissolution of TVS SCS (SIAM) Limited, a wholly owned subsidiary. Consequently, the Company impaired the investments made and loans (refer note 15) & other receivables (refer no 16) due to the Company aggregating to '' 9.41 crores to the statement of profit and loss for the year ended March 31, 2024. During the year ended March 31, 2025, TVS SCS (SIAM) Limited has filed for voluntary dissolution with appropriate authorities. No interest has been charged towards the loans during FY ''25.
2) On March 23, 2025, TVS America Inc. has filed Articles of Dissolution with the Michigan Department of Licensing and Regulatory Affairs (LARA) to formally commence the process of dissolving the Company in accordance with Michigan law. The dissolution was approved by LARA on March 25, 2025. Accordingly during the year, the Company has writen off the investment made in TVS America Inc. and reversed the impairment provision of '' 0.90 crores.
3) TVSILP approved the demerger of its leasing business to its subsidiary, DILP, which was subsequently approved by the NCLT and became effective upon filing with the Registrar of Companies. As part of the scheme, DILP issued 1,866,827 CCPS to the Company, with a value attributable to the CCPS amounting to ?1.87 crore. Refer note 34 for terms of related party transactions.
For details of ownership data, please refer note 46.
Note - No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Trade receivables including receivables from related parties are non-interest bearing and are generally on terms of 30 to 90 days. Refer Note 34 for disclosure on related parties.
The Company has transferred certain receivables under non-recourse arrangements where substantial risk and rewards related to these receivables are transferred to the buyer and the same is de-recognised from the balance sheet. The amounts collected on behalf of the factor has been disclosed under other financial liabilities.
The holder of preference shares have a right to vote only on resolutions placed before the company which directly affect the rights attached to preference shares and, any resolution for the winding up of the company or for the repayment or reduction of its equity or preference share capital and voting right on a poll shall be in proportion to the share in the paid-up preference share capital of the company. On winding up or repayment of capital, the preference shareholders shall carry a preferential right of repayment.
The Company has one class of equity shares having face value of '' 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
The preference shares shall be cumulative, redeemable, non-convertible, participating preference shares (''preference shares''). The preference shares shall carry a preferential right to dividends over the Equity Shares. The preference shares shall carry a fixed rate of preferential dividend at the rate of 0.0001% per annum. In addition to the fixed rate of dividend, the preference shareholders shall, at their discretion, be entitled to additional preferential dividend and carry a preferential right to dividends over the equity shares. The preference shares shall be redeemed, from time to time as may be required by the preference shareholders at face value plus the redemption premium payable thereon no later than 20 years from the date of allotment or longer period as may be prescribed by law.
Securities premium represents premium received on issue of shares and it is utilised in accordance with the provisions for the Companies Act, 2013.
During earlier years, the Company had reissued the shares forfeited and the profit on reissue of such forfeited shares were transferred to capital reserve.
During the year ended 31 March 2018, the Company had redeemed preference shares issued to Tata International Limited and Tata Industries Limited, out of profits of the Company. A sum equivalent to the nominal amount of
the shares redeemed had been transferred to capital redemption reserve in accordance with the provisions of the Companies Act, 2013.
The Company has Management Incentive Plan (MIP) scheme and ESOP 21 scheme under which share options are granted to employees which has been approved by the shareholders of the company. In accordance with the terms of the plan, eligible employees may be granted options to purchase equity shares of the Company if they are in service on exercise of the grant. Each employee share option converts into one equity share of the company on exercise at the exercise price as per the scheme. The option carry neither rights to dividend nor voting rights. Options can be exercised at any time from the date of vesting to the date of their expiry.
Re-measurement gains/ (losses) on defined benefit plans comprises actuarial gains and losses and return on plan assets (excluding interest income).
The Company intends to maintain a strong capital base so as to maintain investor, creditor confidence and to sustain future development of the business
The Company monitors capital using a ratio of ''debt'' to ''equity''. For this purpose, debt is defined as total debt, comprising interest-bearing loans and borrowings and obligations under finance leases. Equity comprises all components of equity. There were no changes to the measure of monitoring capital in the periods presented.
Term loans from HDFC Bank Limited are secured by hypothecation of vehicles acquired out of the loan.
Loan repayable on demand from State Bank of India Limited is secured against the current assets of the Company including book debts and other current assets. These loans were repaid during the current year.
The Company has cumulative, redeemable, non-convertible, participating preference shares. These preference shares have been classified as a liability. For rights, preferences and restrictions attached to preference shares attached to these preference shares refer note 24A.
The Company is not declared as wilful defaulter by any bank of financial institution or other lender.
a) The Company has used the borrowings from banks for the specific purpose for which it was taken at the balance sheet date.
b) The quarterly returns/statements of current assets filed by the Company with banks in relation to secured borrowings wherever applicable, are in agreement with the books of accounts.
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund (PF) and employees'' state insurance (ESI) scheme which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to Provident Fund and ESI for the year aggregated to '' 34.14 crores (31 March 2024: '' 32.85 crores).
The Company has a defined benefit gratuity plan in India (the Plan), governed by the Payment of Gratuity Act, 1972. The Plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee at the time of retirement, death or termination of employment.
These defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk.
The gratuity plan of the Company is a partially funded plan with the Company making periodic contributions to a fund managed by Life Insurance Corporation (LIC).
The average duration of the defined benefit plan obligation at the end of the reporting year is 1.69 years (31 March 2024: 1.69 years).
The company has Management Incentive Plan (MIP) scheme and ESOP 21 scheme under which share options are granted to employees which has been approved by the shareholders of the company. In accordance with the terms of the plan, eligible employees may be granted options to purchase equity shares of the company if they are in service on exercise of the grant. Each employee share option converts into one equity share of the company
on exercise at the exercise price as per the scheme. The option carry neither rights to dividend nor voting rights. Options can be exercised at any time from the date of vesting to the date of their expiry.
During the year ended 31 March 2025, the Company had granted 175,000 stock options (31 March 2024: Nil) to an identified employee under the ESOP 21 scheme. The weighted average fair value of options granted during the year is 189.40 (31 March 2024: Nil). The Options were priced using a Black Scholes option valuation model. Where relevant, the expected life used in the model has been adjusted based on management''s best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations. Expected volatility is based on the historical share price volatility of guideline companies in developed and developing countries.
Share options vested but not exercised - -
The share options outstanding at the end of the year had a weighted average exercise price of '' 91.92 (31 March 2024: '' 95.00) and a weighted average remaining contractual life of 0.11 years (31 March 2024: Nil).
31 Leases
Finance leases as lessor
The Company''s leasing arrangement represents the certain forklifts and other assets given to customers which have been classified under Ind AS 116 on Leases as Finance lease. The lease term covers the substantial period of the assets and all the risks and rewards of ownership are transferred to the lessee. The Company records disposal of the property concerned and recognizes the finance income as part of Other income.
From time to time, the Company is involved in claims and legal matters arising in the ordinary course of business. Management is not currently aware of any matters that will have a material adverse effect on the financial position, results of operations, or cash flows of the Company.
*The Company has challenged the demand orders from Provident Fund authorities aggregating to '' 17.22 crores for the periods April 2011 to February 2015 on the grounds that provident fund on certain allowances need not be included for calculation of the Provident Fund contribution, as the same is not universally paid to all the employees of the Company. The Hon''ble Supreme Court of India by their order dated February 28, 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion for the purposes of computation of the Provident Fund contribution.
With respect to the demand order for the period from April 2011 to October 2013, amounting to ''12.49 crores, the Company had filed a review petition before the Regional Provident Fund Commissioner (RPFC) seeking reconsideration of the demand in light of the Supreme Court''s decision. Further, the Company obtained an interim injunction dated September 13, 2019, from the Hon''ble High Court of Madras, directing the Employees'' Provident Fund Organisation (EPFO) not to raise any further demand pending disposal of the Company''s petition and also ordering the PF authorities to carry out a reassessment. The reassessment has since been completed, and the RPFC has issued a final order dated April 3, 2025, raising a revised demand of ''8.21 crores. The Company has issued a letter to the RPFC requesting the matter to be kept in abeyance, and the management intends to file a petition before the Hon''ble Court to contest the revised demand.
With respect to the demand order for the period from November 2013 to February 2015 amounting to '' 9.01 crores, the matter is pending before the PF Appellate Tribunal. The Company has remitted a deposit of '' 3.60 crores during the year ended March 31, 2023. Based on the management''s assessment supported by external legal advice, the Company is of the view that no provision is required for the aforesaid matters as at March 31, 2025 and March 31, 2024.
# Fund based guarantees are disclosed to the extent of the total facility. Non-fund based guarantees are disclosed only to the extent of utilization.
The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2025 has been made in these standalone financial statements based on information received and available with the Company, to the extent identified by the management.
Income from Supply Chain Management Services: Income from these services provided to related parties are on the same terms as applicable to third parties in an arm''s length transaction and in the ordinary course of business. Such transactions generally include payment terms requiring related parties to make payments within 15 to 60 days from the date of invoice.
Other income (Cross charges): The Company incurs certain common expenses, which are cross-charged to its subsidiary companies with an arm''s length mark-up. The mark-up is determined based on a transfer pricing study conducted by tax professionals engaged by the Company.
Loans from subsidiaries and related interest expense: As described in the note 25 of the standalone financial statements, during the year, the Company obtained loans aggregating to '' 61 Crores from 3 of its subsidiaries, namely, TVS SCS Global Freight Solutions Limited ('' 31 Crores), TVS Toyota Tsusho Supply Chain Solutions Limited
('' 19 Crores) and Fit 3PL Warehousing Private Limited ('' 11 Crores) for working capital purposes. These loans were repayable on demand and carried an interest ranging from 8.20% to 9.00% per annum. These loans were extended at the prevailing interest rate on an arm''s length basis. During the year, the aforesaid loans obtained from TVS Toyota Tsusho Supply Chain Solutions Limited were repaid in full. Additionally, loans obtained in the previous year from TVS SCS Global Freight Solutions Limited amounting to ''116 crores were on similar terms as those mentioned above. The Company has serviced interest payments on these loans in a timely manner.
Investment made in Subsidiaries & Joint Venture: The Company has invested in equity shares of its wholly owned subsidiaries. During the previous year, the Company has infused equity amounting to '' 262.88 Crores,
'' 186.62 Crores, '' 63.86 Crores and '' 275.33 Crores into its wholly owned subsidiaries, TVS Logistics Investment UK Limited, TVS Supply Chain Solutions Pte. Ltd, White Data Systems India Private Limited, TVS Logistics Investments USA Inc., USA., respectively. Further, during the current year, the Company additionally infused equity amounting to '' 186.70 crores and '' 28.38 crores into its wholly owned subsidiaries, TVS Supply Chain Solutions Pte. Ltd and TVS Logistics Investments USA Inc., respectively. The investment has been utilized by the subsidiaries for the purpose it was obtained. The subsidiaries have only one class of equity shares carrying one vote per share. In the event of liquidation, the holders of equity shares will be entitled to receive its remaining assets, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. Certain loans given to the wholly owned subsidiaries in the earlier years were converted into equity in FY 24. Refer note 14A for impairment against investments. Refer Note 14A for details of related party transactions relating to the issuance of CCPS.
Purchase of property, plant & equipment, goods and services: In the ordinary course of business, the Company receives freight and forwarding services, software, consulting services, and procures property, plant & equipment, spare parts and consumables from both third parties and related parties. These purchases from related parties on the same terms as applicable to third parties in an arm''s length transaction and in the ordinary course of business. Such purchases generally include payment terms requiring the Company to make payment within 30 to 60 days from the date of submission of the invoice.
Sale of Property Plant and Equipment: During the current and previous year, the Company disposed of items of property, plant, and equipment to related parties. The sales were conducted on the same terms as those applicable to third parties, in arm''s length transactions and in the ordinary course of business. Such sales generally include payment terms requiring payment within 30 to 60 days from the date of submission of the invoice.
Rental Expenses: In the ordinary course of business, the Company leases warehouses and offices from both third parties and certain related parties, based on its business needs. Rental expenses paid to related parties are based on prevailing market rates and determined on an arm''s length basis.
Compensation to KMP of the Company: The amounts disclosed in the table are the amounts recognised as an expense during the financial year related to KMP. The amounts do not include expense, if any, recognised toward post-employment benefits and other long-term benefits of key managerial personnel. Such expenses are measured based on an actuarial valuation done for the Company as a whole. Hence, amounts attributable to KMPs are not separately determinable.
Expenses incurred by and reimbursed to: Related parties make certain payment on behalf of the Company. In such cases, reimbursement to the related parties are due within period of 15 to 30 days. The amounts payable are unsecured and interest free.
Expenses incurred on behalf of: The Company makes certain payment on behalf of related parties. In such cases, reimbursement from the related party are due within period of 15 to 30 days. The amount recoverable are unsecured and interest free.
Guarantees given on behalf of wholly owned subsidiary: During the previous year, in connection with Facilities agreement dated March 07, 2024 entered between the Company, certain subsidiaries of the Company, DBS Bank Ltd. and Axis Trustee Services Limited, the Company has provided guarantee amounting to '' 880.90 Crores to the lenders on behalf of TVS Logistics Investment UK Limited and TVS Supply Chain Solutions Pte Ltd in respect of the
facility. Further, during the current year, the Company provided an additional guarantee to Citi Bank, N.A in relation to credit facilities availed by TVS Supply Chain Solutions Pte. Ltd., amounting to ''90.02 crores. The Company has charged 1% of the amounts guaranteed towards the guarantee fee. This fee is determined on an arm''s length basis and a transfer pricing study was conducted by tax professionals engaged by the Company. The company has provided guarantees for performance of certain contracts entered into by its subsidiaries.
Security Deposit: In the normal course of business, the Company pays security deposits for warehouse and office leases in accordance with the terms of the agreements entered into with the respective parties. The applicable terms, including the amount of security deposit, are determined on an arm''s length basis.
Receivables: Trade receivables/other receivables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been received against these receivables. The amounts are recoverable within 30 to 60 days from the reporting date (March 31, 2024: 30 to 60 days from the reporting date). For the year ended March 31, 2025, the Company has not recorded any impairment on receivables due from related parties (March 31, 2024: Nil).
Payables: Trade payables/other payables outstanding balances are unsecured, interest free and require settlement in cash. No guarantee or other security has been given against these payables. The amounts are payable within 30 to 60 days from the reporting date (31 March 2024: 30 to 60 days from the reporting date).
The Company has international transactions with related parties. The management confirms that all such transactions are in compliance with the provisions of Income-tax Act, 1961. The management also confirms that it maintains documents as prescribed by the Income Tax Act to prove that the international and domestic transactions are at arm''s length and the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for taxation.
37 Financial instruments - Fair values and risk management A. Accounting classification and fair values and fair value hierarchy
This section explains the carrying amounts and fair values of financial assets and liabilities, including judgements and estimates made in determining the fair values of the standalone financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels as described in note 3.
Note: The Company has not disclosed fair values of financial instruments such as loans, deposits and other receivables, trade receivables, cash and cash equivalents, other bank balances, other financial assets, borrowings, trade payables, other financial liabilities because their carrying amounts are reasonable approximations of their fair values. The Company has also not disclosed fair values of investments carried at cost.
There have been no transfers between Level 2 and Level 3 during the periods.
The Company has exposure to the following risks arising from financial instruments:
⢠- credit risk;
⢠- liquidity risk; and
⢠- market risk
The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors along with the senior management are responsible for developing and monitoring the Company''s risk management policies.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers; loans and investments.
The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of the Company''s trade receivables, certain loans and advances and other financial assets.
The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment.
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. The impairment loss at the reporting dates relates to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.
The Company determines credit risk based on a variety of factors including but not limited to the age of the receivables, cash flow projections and available information about customers from internal/external sources. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables.
The ageing of trade receivables that were not impaired as at the reporting date was:
The Company holds cash and bank balances of ''189.75 crores as at 31 March 2025 (31 March 2024: ''135.91 crores). The credit worthiness of such banks and financial institutions are evaluated by the management on an ongoing basis and is considered to be good.
The Company has Deposits and other receivables of ''163.62 crores as at 31 March 2025 (31 March 2024: ''315.68 crores). It consists of deposit given in relation to leasehold premises occupied by the Company for carrying out its operations and receivable from subsidiaries. The Company does not expect any losses from non-performance by these counter-parties.
The Company has loans, investments and other financial assets of ''123.02 crores as at 31 March 2025 (31 March 2024: ''120.88 crores). The credit worthiness of such parties are evaluated by the management on an ongoing basis and are provided wherever necessary and the remaining balances are considered to be good.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements:
iv. Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates will affect the Company''s income or the value of it''s holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters and optimising the return.
Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which revenues, loans given to related parties and other payables and receivables are denominated in a currency other than the INR.
The following table analyses foreign currency risk from financial instruments. The amounts disclosed in the table below are in equivalent '' for the various currencies to which the Company is exposed to currency risk.
The Company has no transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
The Company has not traded or invested Crypto currency during the current year or the preceding year.
A reasonably possible change of 100 basis points in interest rates at the reporting date would not have any impact on the reported profit or loss or equity as these fixed rate instruments (loans given, investments made and borrowings) are carried at amortised cost, any changes in interest rates are not considered for subsequent measurement.
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.
(i) On September 30, 2023, the Company disposed off 832,933 shares in its equity accounted investee, "TVS Industrial & Logistics Park Private Limited (TVSILP)" for a consideration of ''51.3 Crores. Gain from the disposal amounting to ''49.21 Crores has been disclosed as an exceptional item in these financial statements.
(ii) During the year ended March 31, 2023, the Company had allotted 31,53,220 Series A Compulsorily Convertible Preference Shares ("CCPS") of '' 100 each, at a premium of '' 272 & 97,22,222 Series E Compulsorily Convertible Preference Shares ("CCPS") of '' 1 each, at a premium of '' 179 each respectively to identified persons on
a preferential basis. Each CCPS carried a cumulative preferential dividend rate of 0.0001% per annum on the subscription price of the CCPS and was non-participating preference shares. CCPS were convertible compulsorily and automatically into such number of equity shares as per a pre-determined formula at the conversion date, which was linked to the likelihood of IPO happening before a particular date as specified in the share purchase agreements and various possible valuation outcomes from the IPO of the equity shares of the Company.
Subsequently, on July 27, 2023, prior to the IPO, the company converted these Compulsorily Convertible Preference Shares aggregating ''556.16 Crores into Equity at a price of '' 167.55 per Equity Share. During the year ended March 31, 2024, fair value changes on conversion of these instruments aggregating '' 23.17 Crores has been expensed off and disclosed as an exceptional item in these financial statements. The fair value changes are non-cash and does not entail any cash outflow.
Other than the above, there are no funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Group to or in any other person(s) or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
There are no funds that have been received by the Company from any person(s) or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
There are no significant subsequent events that have occurred after the reporting period till the date of these financial statements.
The Company has completed an Initial Public Offer ("IPO") of 44,670,050 Equity Shares at the face value of ''1/- each at an issue price of ''197/- per Equity Share, comprising of offer for sale of 14,213,198 shares by Selling Shareholders and fresh issue of 30,456,852 shares. The Equity Shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India limited ("NSE") on August 23, 2023.
The total offer expenses are estimated to be ''102.97 Crores (inclusive of taxes wherever applicable) which are proportionately allocated between the selling shareholders and the Company as per respective offer size. The utilization of IPO proceeds of ''525 Crores (net of provisional IPO expenses of ''75 Crores which is charged off to securities premium) is summarized below:
The Company does not have any material transactions with companies struck off under section 248 of Companies Act, 2013.
The Company has used accounting softwares for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, there are no instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved as per the statutory requirements for record retention.
Proper books of accounts as required by the law have been kept by the Company. Backup of the books of accounts (including audit trail) and papers are maintained in electronic mode on servers physically located in India.
Mar 31, 2024
The Company has one class of equity shares having face value of '' 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
The preference shares shall be cumulative, redeemable, non-convertible, participating preference shares (''preference shares''). The preference shares shall carry a preferential right to dividends over the Equity Shares. The preference shares shall carry a fixed rate of preferential dividend at the rate of 0.0001% per annum. In addition to the fixed rate of dividend, the preference shareholders shall, at their discretion, be entitled to additional preferential dividend and carry a preferential right to dividends over the equity shares. The preference shares shall be redeemed, from time to time as may be required by the preference shareholders at face value plus the redemption premium payable thereon no later than 20 years from the date of allotment or longer period as may be prescribed by law.
The holder of preference shares have a right to vote only on resolutions placed before the company which directly affect the rights attached to preference shares and, any resolution for the winding up of the company or for the repayment or reduction of its equity or preference share capital and voting right on a poll shall be in proportion to the share in the paid-up preference share capital of the company. On winding up or repayment of capital, the preference shareholders shall carry a preferential right of repayment.
the shares redeemed had been transferred to capital redemption reserve in accordance with the provisions of the Companies Act, 2013.
Share options
The Company has Management Incentive Plan (MIP) scheme under which share options are granted to employees which has been approved by the shareholders of the company. In accordance with the terms of the plan, eligible employees may be granted options to purchase equity shares of the Company if they are in service on exercise of the grant. Each employee share option converts into one equity share of the company on exercise at the exercise price as per the scheme. The option carry neither rights to dividend nor voting rights. Options can be exercised at any time from the date of vesting to the date of their expiry.
Re-measurement gains/ (losses) on defined benefit plans comprises actuarial gains and losses and return on plan assets (excluding interest income).
The Company intends to maintain a strong capital base so as to maintain investor, creditor confidence and to sustain future development of the business
The Company monitors capital using a ratio of ''debt'' to ''equity''. For this purpose, debt is defined as total debt, comprising interest-bearing loans and borrowings and obligations under finance leases. Equity comprises all components of equity. There were no changes to the measure of monitoring capital in the periods presented.
Securities premium represents premium received on issue of shares and it is utilised in accordance with the provisions for the Companies Act, 2013.
During earlier years, the Company had reissued the shares forfeited and the profit on reissue of such forfeited shares were transferred to capital reserve
During the year ended March 31, 2018, the Company had redeemed preference shares issued to Tata International Limited and Tata Industries Limited, out of profits of the Company. A sum equivalent to the nominal amount of
During the year ended March 31, 2023, the Company had allotted 31,53,220 Series A Compulsorily Convertible Preference Shares ("CCPS") of '' 100 each, at a premium of '' 272 & 97,22,222 Series E Compulsorily Convertible Preference Shares ("CCPS") of '' 1 each, at a premium of '' 179 each respectively to identified persons on a preferential basis. Each CCPS carried a cumulative preferential dividend rate of 0.0001% per annum on the subscription price of the CCPS and was non-participating preference shares. CCPS were convertible compulsorily and automatically into such number of equity shares as per a pre-determined formula at the conversion date, which was linked to the likelihood of IPO happening before a particular date as specified in the share purchase agreements and various possible valuation outcomes from the IPO of the equity shares of the Company.
Subsequently, on July 27, 2023, prior to the IPO, the company converted these Compulsorily Convertible Preference Shares into Equity at the agreed conversion ratio. Also refer Note 43(ii) on Exceptional Items.
Term loans from HDFC Bank Limited are secured by hypothecation of vehicles acquired out of the loan.
Loan repayable on demand from State Bank of India Limited is secured against the current assets of the Company including book debts and other current assets.
The Company has cumulative, redeemable, non-convertible, participating preference shares. These preference shares have been classified as a liability. For rights, preferences and restrictions attached to preference shares attached to these preference shares refer note 24A.
Certain items of plant and machinery have been obtained on finance lease basis. The legal title to these items vests with their lessor. The total future minimum lease payments at the balance sheet date, element of interest included in such payments, and present value of these minimum lease payments are as follows:
The Company is not declared as wilful defaulter by any bank of financial institution or other lender.
a) The Company has used the borrowings from banks for the specific purpose for which it was taken at the balance sheet date.
b) The quarterly returns/statements of current assets filed by the Company with banks in relation to secured borrowings wherever applicable, are in agreement with the books of accounts.
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund (PF) and employees'' state insurance (ESI) scheme which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to Provident Fund and ESI for the year aggregated to '' 32.85 crores (March 31, 2023: '' 34.59 crores).
There are no "unbilled and not due" trade payables, hence the same are not disclosed in the ageing schedule.
Note: Trade payables are non-interest bearing and are normally settled on 30 to 60 day credit terms. Information about Group''s exposure to market risks and liquidity risks is included in note 37.
For details about the related employee benefit expenses, see note 7.
The Company has a defined benefit gratuity plan in India (the Plan), governed by the Payment of Gratuity Act, 1972. The Plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee at the time of retirement, death or termination of employment.
These defined benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk.
The gratuity plan of the Company is a partially funded plan with the Company making periodic contributions to a fund managed by Life Insurance Corporation (LIC).
The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit (asset)/ liability and its components:
The average duration of the defined benefit plan obligation at the end of the reporting year is 1.69 years (March 31, 2023: 1.58 years).
The company has Management Incentive Plan (MIP) scheme under which share options are granted to employees which has been approved by the shareholders of the company. In accordance with the terms of the plan, eligible employees may be granted options to purchase equity shares of the company if they are in service on exercise of the grant. Each employee share option converts into one equity share of the company on exercise at the exercise price as per the scheme. The option carry neither rights to dividend nor voting rights. Options can be exercised at any time from the date of vesting to the date of their expiry.
During the years ended March 31, 2024 and March 31, 2023 the Company has not granted any stock options. Options were priced using a Black Scholes option valuation model & Monte Carlo simulation model for MIP I and II respectively. Where relevant, the expected life used in the model has been adjusted based on management''s best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations. Expected volatility is based on the historical share price volatility of guideline companies in developed and developing countries.
* Fair value option of equity shares issued under this grant is post share split with a face value of '' 1/- each
The Company''s leasing arrangement represents the certain forklifts and other assets given to customers which have been classified under Ind AS 116 on Leases as Finance lease. The lease term covers the substantial period of the assets and all the risks and rewards of ownership are transferred to the lessee. The Company records disposal of the property concerned and recognises the finance income as part of Other income.
|
32 Capital commitments and contingent liabilities |
||
|
March 31, 2024 |
March 31, 2023 |
|
|
Estimated amount of contracts remaining to be executed on capital account (net of capital advances) and not provided for |
7.10 |
13.46 |
|
Contingent liabilities: |
||
|
Employee related matters* |
21.84 |
21.84 |
|
Corporate guarantee |
880.52 |
1,629.24 |
|
Income tax related matters |
50.74 |
13.64 |
|
Bank guarantees issued |
22.33 |
0.76 |
|
Service tax related matters |
14.61 |
6.07 |
|
Sales tax related matters |
0.57 |
1.58 |
|
GST related matters |
18.60 |
6.14 |
|
Claims agasint company not acknowledged as debt |
4.15 |
4.82 |
From time to time, the Company is involved in claims and legal matters arising in the ordinary course of business. Management is not currently aware of any matters that will have a material adverse effect on the financial position, results of operations, or cash flows of the Company.
*The Company has challenged the demand orders from Provident Fund authorities aggregating to '' 21.84 crores for the periods April 2011 to February 2015 on the grounds that provident fund on certain allowances need not be included for calculation of the Provident Fund contribution, as the same is not universally paid to all the employees of the Company. The Hon''ble Supreme Court of India by their order dated February 28, 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion for the purposes of computation of the Provident Fund contribution.
With respect to the demand order for the period from April 2011 to October 2013 amounting to '' 12.49 crore, the Company filed a review petition to Regional Provident Fund Commissioner to review the demand order in the light of the Supreme Court decision and the Company has also obtained an interim injunction dated September 13, 2019 from Honourable High Court of Madras, which has directed the Employee Provident fund organisation not to raise any demand pending disposal of the Company''s petition and have ordered the PF Authorities for reassessment. Re-assessment hearings are under progress as at March 31, 2024. With respect to the demand order for the period from November 2013 to February 2015 amounting to '' 9.01 crore, the matter is pending with PF Appellate Tribunal and the Company has remitted a deposit of '' 3.60 crores during the year ended March 31, 2023. Based on the management''s assessment supported by external legal advice, the Company is of the view that no provision is required for the aforesaid matters as at March 31, 2024 and March 31, 2023.
33 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2024 has been made in these standalone financial statements based on information received and available with the Company, to the extent identified by the management.
The Company has international transactions with related parties. The management confirms that all such transactions are in compliance with the provisions of Income-tax Act, 1961. The management also confirms that it maintains documents as prescribed by the Income Tax Act to prove that the international and domestic transactions are at arm''s length and the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for taxation.
37 Financial instruments - Fair values and risk management A. Accounting classification and fair values and fair value hierarchy
This section explains the carrying amounts and fair values of financial assets and liabilities, including judgements and estimates made in determining the fair values of the standalone financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels as described in note 3.
The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board of directors along with the senior management are responsible for developing and monitoring the Company''s risk management policies.
The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers; loans and investments.
The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of the Company''s trade receivables, certain loans and advances and other financial assets.
Note: The Company has not disclosed fair values of financial instruments such as loans, deposits and other receivables, trade receivables, cash and cash equivalents, other bank balances, other financial assets, borrowings, lease liability, trade payables, other financial liabilities because their carrying amounts are reasonable approximations of their fair values. The Company has also not disclosed fair values of investments carried at cost.
The Company has exposure to the following risks arising from financial instruments:
⢠credit risk;
⢠liquidity risk; and
⢠market risk
The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment.
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. The impairment loss at the reporting dates relates to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.
The Company determines credit risk based on a variety of factors including but not limited to the age of the receivables, cash flow projections and available information about customers from internal/external sources. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables.
The Company holds cash and bank balances of ''135.91 crores as at March 31, 2024 (March 31, 2023: ''323.29 crores). The credit worthiness of such banks and financial institutions are evaluated by the management on an ongoing basis and is considered to be good.
The Company has Deposits and other receivables of ''315.68 crores as at March 31, 2024 (March 31, 2023: ''357.12 crores). It consists of deposit given in relation to leasehold premises occupied by the Company for carrying out its operations and receivable from subsidiaries. The Company does not expect any losses from non-performance by these counter-parties.
The Company has loans, investments and other financial assets of ''120.88 crores as at March 31, 2024 (March 31, 2023: ''525.53 crores). The credit worthiness of such parties are evaluated by the management on an ongoing basis and are provided wherever necessary and the remaining balances are considered to be good.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements:
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates will affect the Company''s income or the value of it''s holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters and optimising the return.
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which revenues, loans given to related parties and other payables and receivables are denominated in a currency other than the INR. The company does not hedge its foreign currency risk in general except in case of certain payables and receivables denominated in foreign currency which are hedged through the use of forward exchange contracts. The Company does not apply hedge accounting in respect of such forward exchange contracts.
The following table analyses foreign currency risk from financial instruments. The amounts disclosed in the table below are in equivalent '' for the various currencies to which the Company is exposed to currency risk.
Sensitivity analysis
A reasonably possible strengthening (weakening) of the '' against the respective currencies noted below at March 31, would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
A reasonably possible change of 100 bps in interest rates at the reporting date would not have any impact on the reported profit or loss or equity as these fixed rate instruments (loans given, investments made and borrowings) are carried at amortised cost, any changes in interest rates are not considered for subsequent measurement.
A reasonably possible change of 100 bps in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.
38 Registration of charges or satisfaction with Registrar of Companies
The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
The Company has no transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
The Company has not traded or invested Crypto currency during the current year or the preceding year.
44 Disclosure on funding transactions
During the year, the Company infused equity amounting to '' 262.89 crores, '' 275.33 crores and '' 186.62 crores into its wholly owned subsidiaries, TVS Logistics Investments UK Limited and TVS Logistics Investments USA Inc., and TVS Supply Chain Solutions Pte. Ltd respectively in its ordinary course of business, which are in compliance with the provisions of Companies Act, 2013 and Foreign Exchange Management Act 1999 and Prevention of MoneyLaundering Act, 2002. Of the investments made in TVS Logistics Investments USA, '' 220.29 crores were used to settle loans taken from TVS Supply Chain Solutions North America Inc. USA, '' 37.02 crores were infused as equity into TVS Supply Chain Solutions North America Inc., USA and ''18.02 crores were lent to TVS Logistics Investments UK Limited. Regarding the investments made in TVS Supply Chain Solutions Pte. Ltd, '' 10.03 crores were further infused in to step subsidiaries to meet funding requirements.
Other than the above, there are no funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Group to or in any other person(s) or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
There are no funds that have been received by the Company from any person(s) or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(i) On September 30, 2023, the Company disposed off 832,933 shares in its equity accounted investee, "TVS Industrial & Logistics Park Private Limited (TVSILP)" for a consideration of ''51.3 Crores. Gain from the disposal amounting to ''49.21 Crores has been disclosed as an exceptional item in these financial statements.
(ii) Compulsorily Convertible Preference Shares (CCPS) aggregating ''556.16 Crores were converted into equity shares on July 27, 2023 at a price of ''167.55 per Equity Share. During the year ended March 31, 2024, fair value changes on conversion of these instruments aggregating ''23.17 Crores has been expensed off and disclosed as an exceptional item in these financial statements. The fair value changes are non-cash and does not entail any cash outflow.
(iii) During the year ended March 31, 2023, the Company charged off certain expenses incurred in connection with the initial public offering amounting to '' 10.00 crores which are not in the nature of share issue expenses and accordingly disclosed these as exceptional items.
There are no significant subsequent events that have occurred after the reporting period till the date of these financial statements.
The Company has completed an Initial Public Offer ("IPO") of 4,46,70,050 Equity Shares at the face value of ''1/- each at an issue price of ''197/- per Equity Share, comprising of offer for sale of 1,42,13,198 shares by Selling Shareholders and fresh issue of 3,04,56,852 shares. The Equity Shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India limited ("NSE") on August 23, 2023.
The total offer expenses are estimated to be ''102.97 Crores (inclusive of taxes wherever applicable) which are proportionately allocated between the selling shareholders and the Company as per respective offer size. The utilisation of IPO proceeds of ''525 Crores (net of provisional IPO expenses of ''75 Crores which is charged off to securities premium) is summarised below:
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, there are no instance of audit trail feature being tampered with.
Mar 31, 2023
b» Term frights attached to equity shares
The Company has one class of equity shares having face value of ? 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees, The dividend proposed ty the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting,
c, Terms/rights attached to preference shares
The preference shares shall be cumulative, redeemable, non-convcrtiblc, participating preference shares (''preference shares''), The preference shares shall carry a preferential right to dividends over the Equity Shares. The preference shares shall carry a fixed rate of preferential dividend at the rate of 0,0001% per annum In addition to the fixed rate of dividend, the preference shareholders shall, at their discretion, be entitled to additional preferential dividend and carry a preferential right to dividends over the equity shares, The preference shares shall be redeemed, from time to time as may be required by the preference shareholders at face value plus the redemption premium payable thereon no later than 20 years from the date of allotment or longer period as may be prescribed by law.
The holder of preference shares have a right to vote only oti resolutions placed before the company which directly affect the rights attached to preference shares and, atiy resolution for the winding up of the company or for the repayment or reduction of its equity or preference share capital and voting right on a poll shall be in proportion to the share in the paid-up preference share capital of the company, On winding up or repayment of capital, the preference shareholders shall carry a preferential right of repayment, * The members of the TVS Family had entered into a Memorandum of Family Arrangement (âMFA") dated 10 December 2020 in order to align and synchronize the ownership/ control over various companies/ businesses with the management of the respective companies, as was being done by the respective branches/ sub-branches of the TVS Family. In the context of the above, a Composite Scheme of Amalgamation and Arrangement ( âScheme") under sections 230 to 232 of the Companies Act, 2013 was filed with Hon''blc National Company Law Tribunal, Chennai Bench (l<NCLT")and an order was pronounced on 6th December 2021 sanctioning the Scheme by the NCLT
Consequent to the same, and with effect from 4 February 2022, the TSR Mobility and Supply Chain Solutions Business Undertaking of T V Sundram Iyengar and Sons Private Limited (âTVSS") including 10,72,73,430 equity shares representing 29.70% equity shares of TVS Supply Chain Solutions Limited was, as a result of the demerger from TVSS, transferred to and vested upon TVS Mobility Private Limited ( formerly known as T,S,Rajam Distribution Services Private Limited), Consequent to the above, TVS Mobility along with its wholly owned subsidiaries, T, S. Rajam Rubbers and Dhinrama Mobility acquired control of our Company from T, V, Sundram Iyengar &. Sons Private Limited, Ramachandhran Dinesh was au original Promoter of our Company.
24B Other Equity
Securities premium
Securities premium is used to record the premium received on issue of shares It is utilised in accordance with the provisions for the Companies Act, 2013.
Capital reserve
During prior years, the Company had reissued the shares forfeited, The profit on reissue of such forfeited shares has been transferred to capital reserve.
Capital redemption reserve
During the year ended 31 March 2018, the Company had redeemed preference shares issued to Tata International Limited and Tata Industries Limited, out of profits of the Company. A sum equivalent to the nominal amount of the shares redeemed had been transferred to capital redemption reserve in accordance with the provisions of the Companres Act, 2013.
Share options
The Company has Management Incentive Plan (MIP) scheme under which share options are granted to employees which has been approved by the shareholders of the company, In accordance with the terms of the plan, eligible employees may be granted options to purchase equity shares of tlie Company if they are in service on exercise of the grant. Each employee share option converts into one equrty share of the company on exercise at the exercise price as per the scheme. The option carry nerther rights to dividend nor voting rights. Options can be exercised at anytime from the date of vesting to the date of their expiry.
Compulsorily convertible preference shares
On June 8, 2018 and August 22, 2018, the Company has allotted 13,340 and 25,660 Non- Cumulative, Non-Participating, Compulsorily Convertible Preference Shares (âCCPS"'') off 10 each respectively, at a premium of ? 940 each to identified persons on a preferential basis for a consideration off 126,73 lakhs and f 243.77 lakhs respectively, CCPS carry a dividend of 0.001% per annum and the dividend lights are non- cumulative. On November 20, 2018, the Company has issued bonus shares of 151,000 to the shareholder''s of CCPS iti the ratio of 1:3.87 and the securities premium account was utilised to the extent of f 15.10 lakhs for the issue of said bonus shares. The preference shares to be converted into equal number of equity shares ranking pari-passu with the existing equity shares, after the end of four years from the date of issue or earlier at the option of the Board In the event of liquidation of the Company before conversion of preference shares, the holders of preference shares will have priority over equity shares in the repayment of capital. During the previous year ended 31st March, 2022 the Company has converted 69,998 preference shares into equity shares of 69,998 ranking pari-passu with the existing equity shares. These shares have been sub-divided into ? 1 each in the extraordinary general meeting held on January 31, 2022. During the year ended March 31, 2023, the Company has converted 1,20,002 preference shares rnto equity shares of 12,20,020 of face value ? 1 each ranking pari-passu with the exrstitig equity shares.
On February 7, 2020, the Company has allotted 10,23,350 Series A Compulsorily Convertible Preference Shares (âCCPS) of ? 100 each, at a premium of? 1610.07 each to Mahogany Singapore Company Pte, Ltd (âCCPS Holderâ) on a preferential basis, for a consideration of approx, ? 17,500 lakhs. Each CCPS carries a minimum preferential dividend rate of 0,0001% and in addition to and after payment of such preferential dividend, the CCPS Holder would be entitled to participate pari-passu in any dividends paid to the holders of shares of any other class (including equity shares) or series on a pro rata, as-ifeouverted basis. Each CCPS would be converted into fully paid-up equity shares ranking pari-passu with the existing equity shares, in the ratio of 1: l (subject to such adjustments as contemplated in the subscription agreement dated January 22, 2020 executed by and amongst inter alia the Company and the CCPS Holder (âSSAâ)), on the earlier of (i) expiry of a period of 18 (eighteen) months from the closing date (as defined under the SSA) (February 7, 2020); and (ii) the date when a prospective shareholder (as defined under the SSA) (including such prospective shareholderâs affiliates) acquires equity shares or equity securities convertible into equity shares representing, in the aggregate, at least 7% (Seven percent) of the then share capital of the Company (on a fully diluted basis) (in oue or more transactions). During the year ended 31st March 2022, the Company has converted the entire 10,23,350 CCPS into 12,08,931 equity shares of ? 10 each at a premium of? 1,437,56 per share These shares have been sub-divided into ? 1 each in the extraordinary general meeting held on January 31, 2022.
On December 16, 2022 and December 27, 2022, the Company has allotted 30,45,694 and 1,07,526 Series A Compulsonly Convertible Preference Shares (1<CCPS") of ? 100 each, at a premium of? 272 each respectively to identified persons on a preferential basis, for a consideration of approx, ? 11,720,00 lakhs. Each CCPS carries a cumulative preferential dividend rate of 0 0001% per annum on the subscription price of the CCPS and shall be non-participating preference shares. CCPS convertible compulsorily and automatically into such number of equity shares as per a pre-determined formula at the conversion date, which is linked to the likelihood of IPO happening before a particular date as specified in the share purchase agreements and various possible valuation outcomes from the IPO of the equity shares of the Company. CCPS is convertible into variable number of equity shares of the Company and hence has been classified as a liability at fair value through profit and loss.
On March 29,2023 and March 31, 2023 , the Company has allotted 2,777,778 and 6,944,444 Series E Compulsonly Convertible Preference Shares ("CCPS" ) of ? 1 each, at a pie mi um of? 179 each respectively to identified persons on a preferential basis, for a consideration of approx. ? 17,500.00 lakhs. Each CCPS carries a cumulative preferential dividend rate of 0.0001% per annum on the subscription price of the CCPS and shall be non-participating preference shares. CCPS convertible compulsorily and automatically into such number of equity shares as per a pre-determined formula at the conversion date, which is linked to the likelihood of IPO happening before a particular date as specified in the share purchase agreements. CCPS is convertible into variable number of equity shares of the Company and hence has been classified as a liability at fair value through profit and loss.
6 Secured Joans
Secured term loan front banks
Term loans from HDFC Bank Limited are secured by hypothecation of vehicles acquired out of the loan,
Foreign currency term loan from IDFC First Bank Limited arc secured by hypothecation of movable fixed assets.
Term loan from IDFC First Bank Limited are secured gaianst non-current portion of security deposit.
Secured loans repayable on demand from banks
Working capital loan from DBS Bank was secured upto Rs.lO crore against the debtors of the company,
C Redeemable Preference Shares
The Company has cumulative, redeemable, non-convcrtiblc, participating preference shares. These preference shares have been classified as a liability, For rights, preferences and restrictions attached to preference shares attached to these preference shares refer note 24
F Wilful Defaulter
The Company is not declared as wilful defaulter by any bank of financial institution or other lender,
G Utilisation of borrowings
a) The Company has used the borrowings from banks for the specific purpose for which it was taken at the balance sheet date.
b) The quarterly returns/statements of current assets filed by the Company with banks in relation to secured borrowings wherever applicable, are in agreement with the books of accounts.
H Compulsorily Convertible Preference Shares
The carrying amount approximates the fair value of the instrument and the value of CCPS is f2 9,229.9 8 lakhs.
30 Employee benefits
Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund (PF) and employees'' state insurance (ESI) scheme which are defined contribution plans. The Company has no obligations other than to make the specified contributions. The contributions are charged to the statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to Provident Fund and ESI for the year aggregated to ? 3,45S,77 lakhs (31 March 2022: ? 3,082,86 lakhs).
The Company has a defined benefit gratuity plan in India (the Plan), governed by the Payment of Gratuity Act, 1972. The Plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee at the time of retirement, death or termination of employment.
These defined benefit plans ex|xise the Company to actuarial risks, such as longevity risk, interest rate risk and market (investment) risk,
A. Funding
The gratuity plan of the Company is a partially funded plan with the Company making periodic contributions to a fund managed by Life Insurance Corporation (LIC).
Share based payments
The company has Management Incentive Plan (MIP) scheme under whieh sliai e options are granted to employees which has been approved by the shareholder s of the company In accordance with the terms of the plan, eligible employees may be granted options to purchase equity sltares of the company if they are in seivice on exercise of the giant, Eaeh employee share option converts into one equity share of the company on exercise at the exercise price as per the scheme. Tire option cany neither rights to dividend nor voting rights Options can be exercised at any time from the date of vesting to the date of their expi ly.
[hiring the year ended 31 March 2023 the Company has not granted any stock options. The weighted average fair value of the stock options granted during the year ended 31 March 2022 ? 51.10 (MIP I) & ? 43.80 (MIP II)*. Options were priced using a Black Sc holes option valuation model & Monte Carlo simulation mode] for MIP I and II respectively. Where relevant the expected life used in the model has been adjusted based on managements best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations. Expected volatility is based on the historical share price volatility of guideline companies in developed and developing countries.
31 Leases
A Finance leases as lessor
The Companyâs leasing arrangement represents the certain forklifts and other assets given to customers which have been classified under Ind AS 116 on Leases as Finance lease The lease term covers the substantial period of the assets and all the risks and rewards of ownership are transferred to the lessee The Company records disposal of the property concerned and recognizes the finance income as part of Other income.
From time to time, the Company is involved in claims and legal matters arising in the ordinary course of business. Management is not currently aware of any matters that will have a material adverse effect on the financial position, results of operations, or cash flows of the Company.
* The Company has challenged the demand orders from PF authorities amounting to ? 2,183.59 Lakhs for the periods April 2011 to February'' 2015 on the grounds that provident fund on certain allowances need not be included for calculation of the Provident Fund contribution, as the same is not universally paid to all the employees of the Company.
The Honâble Supreme Court of India by their order dated February 28, 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion for the purposes of computation of the Provident Fund contribution. Consequently'', the Company has filed a review petition to Regional Provident Fund Commissioner to review the demand order in the light of the Supreme Court decision. The Company has also obtained an interim injunction from Honourable High Court of Madras pending disposal of the Companyâs petition. Based on legal advice obtained, file Company is of the view tliat no provision is required for the dispute in the financials as at Match 31, 2023. During the year ended March 31, 2023 the Company has paid a deposit of ? 360 lakhs agianstthis case.
33 Due to micro, small and medium enterprises
The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small entetprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2023 has been made in these standalone financial statements based on information received and available with the Company, to the extent identified by the management.
35 Transfer pricing
The Company has international transactions with related parties. The management confirms that all such transactions are in compliance with the provisions of Income-tax Act 1961. The management also confirms that it maintains documents as prescribed by the Income Tax Act to prove that the international and domestic transactions are at armâs length and the aforesaid legislation will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of provision for taxation.
37 Financial instruments - Fair values and risk management (continued)
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
- credit risk;
- liquidity risk; and
- market risk
i. Risk management framework
The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework. The board of directors along with the senior management are responsible for developing and monitoring the Companyâs risk management policies.
The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
ii Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers; loans and investments.
The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of the Companyâs trade receivables, certain loans and advances and other financial assets.
Trade and other receivables
The Companyâs exposure to credit risk is influenced mainly by'' the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment.
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. The impairment loss at the reporting dates relates to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.
The Company determines credit risk based on a variety'' of factors including but not limited to the age of the receivables, cash flow projections and available information about customers from mternaL''external sources. The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade receivables
Cash and cash equivalents and other bank balances
The Company holds cash and bank balances of 732 329.17 lakhs as at 31 March 2023 (31 March 2022: 729,245.16 lakhs). The credit worthiness of such banks and financial institutions are evaluated by the management on an ongoing basis and is considered to be good.
Deposits and other receivables
The Company has Deposits and other receivables of 735,712.46 lakhs as at 31 March 2023 (31 March 2022: 728,055.26 lakhs). It consists of deposit given in relation to leasehold premises occupied by the Company for carrying out its operations and receivable from subsidiaries. The Company does not expect any losses from non-performance by these counter-parties.
Loans, Investments and Other financial assets
The Company has loans, investments and other financial assets of 779,234 42 lakhs as at 31 March 2023 (31 March 2022: 744,309.03 lakhs). The credit worthiness of such parties are evaluated by the management on an ongoing basis and are provided wherever necessary and the remaining balances are considered to be good.
Hi Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.
37 Financial instruments - Fair values and list management (continued)
iv. Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates ''will affect the Company''s income or the value of it''s holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters and optimising the return.
Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which revenues, loans given to related parties and other payables and receivables are denominated in a currency other than the INR. The company does not hedge its foreign currency risk in general except in case of certain payables and receivables denominated in foreign currency which are hedged through the use of forward exchange contracts. The Company does not apply hedge accounting in respect of such forward exchange contracts.
(i) During the prior year ended 31 March 2022, the Company has sold the entire debenture instruments to Drive India Enterprise Solutions Limited for a consideration of ? 1,822.10 lakhs and derecognised the investment in debentures along with the interest accrued. The Company incurred a net loss of? 138.94 lakhs for the year ended 31 March 2022.
(ii) Upto the year ended 31 March 2021, the Company classified its investment in Drive India Enterprise Solutions Limited as assets held for sale and measured the same in accordance with Ind AS 105 "Non Current Assets held for Sale and Discontinued Operations" at lower of its carrying amount and fair value less cost to sell. During the year ended March 31, 2022, the Company entered in to Share Purchase Agreement dated September 29, 2021 (âNew SPAâ) with the Buyer for disposal of investments in DIESL for a consideration of? 100 lakhs.
During the year, the Company has given loans amounting to Rs.19,878,49 lakhs and Rs,11,748.29 lakhs and to its wholly owned subsidiaries, TVS Logistics Investments UK Limited and TVS Logistics Investments USA Inc., respectively in its ordinary course of business, which are in compliance with the provisions of Companies Act, 2013 and Foreign Exchange Management Act 1999 and Prevention of Money-Laundering Act, 2002 The loans given to TVS Logistics Investments USA Inc has been used for repayment of loans and providing additional loan to TVS Logistics Investments UK Limited Further, of the loans given to TVS Logistics Investments UK Limited, Rs. 6,764.31 lakhs has been loaned to step down subsidiaries. Other than the above, there are no funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Group to or in any other person(s) or entities, including foreign entities (âIntermediariesâ), with the under standing, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (âUltimate Beneficiariesâ'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
There are no funds that have been received by the Company from any person(s) or entities, including foreign entities (ââFunding Partiesâ), with the understanding, whether recorded in wilting or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
46 Subsequent events
There are no significant subsequent events that have occurred after the reporting period till the date of these consolidated financial statements other than the below.
(i) On March 30, 2023, the Company entered into share subscription agreement ("SSAâ) with Hero Enterprise Partner Ventures. Pursuant to the SSA and first amendment to such share purchase agreement dated April 13, 2023, on April 17, 2023, the Company issued 6,944,444 number of Compulsorily Convertible Preference Shares (CCPS) with a face value of? 1 aggregating ? 12,300 lakhs and carrying a preferential dividend rate of 0.0001% per annum. These CCPS shall have an initial conversion ratio of 1:1 and shall be converted into equity shares of the Company based on a pre-determined formulae specified in the Share purchase agreements.
(ii) On March 25, 2023, the Company entered into share subscription agreements ("SSA") with investors Pursuant to the SSA and first amendment dated April 19, 2023 to such SSA, the Company issued 3,333,333 number of Compulsorily Convertible Preference Shares (CCPS) with a face value of ? 1 aggregating ? 6,000 lakhs and carrying a preferential dividend rate of 0 0001% per annum. These CCPS shall have an initial conversion ratio of 1:1 and shall be converted into equity shares of the Company based on a pre-determined fomtulae specified in the Share purchase agreements.
(iii) On March 25, 2023, the Company entered into share subscription agreements ("SSA") with investors. Pursuant to the SSA, first amendment dated April 19, 2023 and second amendment dated June 26, 2023 to such SSA, the Company issued 833,333 number of Compulsorily Convertible Preference Shares (CCPS) with a face value of? 1 aggregating ? 1,500 lakhs and carrying a preferential dividend rate of 0.0001% per annum. These CCPS shall have an initial conversion ratio of 1:1 and shall be converted into equity shares of the Company based on a pre-determined formulae specified in the Share purchase agreements.
(iv) On March 28, 2023, the Company'' entered in to share purchase agreement ("SPA") with the minority shareholders at White Data Systems India Private Limited ("WDS") to acquire their 49% equity stake in that Company. Pursuant to the SPA and first amendment to such share purchase agreement dated April 11, 2023, our Company acquired 49% of the equity stake of WDS, from the minority shareholders. Asa consideration lor such acquisition, through a share swap, our Company has allotted 3,547,840 Senes E CCPS (âPurchase Shares1'') to the minonty shareholders, pursuant to a preferential allotment for consideration other than cash, at a price of? 180 per Purchase Share.
47 Struck off companies
The Company does not have any'' material transactions with companies shuck off.
48 Prior year comparatives
To conform to this periodâs classification, certain previous year figures have been reclassified''regrouped wherever necessary.
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