tvs logistics services ltd Management discussions

OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Financial Information, which is included in this Red Herring Prospectus.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" on pages 39 and 22, respectively.

Unless otherwise indicated or the context requires otherwise, the financial information for Fiscals 2021, 2022 and 2023, included herein is derived from on our Restated Consolidated Financial Statements included in this Red Herring Prospectus. For further information, see "Restated Consolidated Financial Information" on page 355. Our fiscal year ends on March 31 of each year, and references to a particular fiscal are to the 12 months ended March 31 of that year.

Unless otherwise indicated or the context requires otherwise, in this section, references to "we," "us", "our" or "Group" refer to TVS Supply Chain Solutions Limited on a consolidated basis and references to "the Company" or "our Company" refer to TVS Supply Chain Solutions Limited on a standalone basis.

Unless otherwise indicated, industry and market data used in this section have been derived from the reports titled

"Logistics and SCS (Supply Chain Solutions) Market in India", dated July 25, 2023 prepared exclusively for the Offer and released by Redseer ("Redseer Report") and "Global Logistics Market Overview and Analysis" dated July 24, 2023 prepared exclusively for the Offer and released by Armstrong ("Armstrong Report"), both commissioned and paid by us in connection with the Offer. For more information, see "Risk Factors - Certain sections of this Red Herring Prospectus disclose information from the Redseer Report and Armstrong Report which have been prepared exclusively for the Offer and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks" on page 65. The Redseer Report and the Armstrong Report are available at the following web-link: https://www.tvsscs.com/investor-relations. Any reference to ‘expert or ‘experts in this section are not

‘Experts as defined under Section 2(38) of the Companies Act, 2013 or the U.S. Securities Act.

Overview

Our Company is Indias largest and among the fastest growing integrated supply chain solutions provider among Indian listed supply chain solutions companies in terms of revenues and revenue growth, respectively, in Fiscal 2023, according to the Redseer Report. Our Company is an India based multinational company, who pioneered the development of the supply chain solutions market in India according to Redseer Report. We were promoted by the erstwhile TVS Group, one of the reputed business groups in India (Source: Redseer Report), and are now part of the TVS Mobility Group. For more than 16 years, we have managed large and complex supply chains across multiple industries in India and select global markets through customized tech-enabled solutions. During this period, we have grown significantly. Our total income was 103,110.10 million in Fiscal 2023.

Our solutions spanning the entire value chain from sourcing to consumption can be divided into two segments: (i) integrated supply chain solutions ("ISCS"); and (ii) network solutions ("NS"). Our capabilities under the ISCS segment include sourcing and procurement, integrated transportation, logistics operation centers, in-plant logistics operations, finished goods, aftermarket fulfillment and supply chain consulting. Our capabilities under the NS segment include global forwarding solutions ("GFS"), which involves managing end-to-end freight forwarding and distribution across ocean, air and land, warehousing and at port storage and value added services, and time critical final mile solutions ("TCFMS") which involves closed loop logistics and support including spares logistics, break-fix, refurbishment and engineering support, and courier and consignment management.

Globally, we provided supply chain solutions to 11,546, 10,531 and 8,788 customers during Fiscals 2021, 2022 and 2023, while in India, we provided our solutions to 1,120, 1,044 and 902 customers in the same years. We have added an aggregate of 1,179, 152 and 177 new customers (i.e. new customers who the Company did not provide any services in the immediately preceding year) in Fiscals 2021, 2022 and 2023, respectively. Moreover, (i) in Fiscal 2021, our global customers included 54 ‘Fortune Global 500 2020 companies, while our Indian customers included 24 ‘Fortune Global 500 2020 companies; (ii) in Fiscal 2022, our global customers included 61 ‘Fortune Global 500 2021 companies, while our Indian customers included 24 ‘Fortune Global 500 2021 companies; and

(iii) in Fiscal 2023, our global customers included 72 ‘Fortune Global 500 2022 companies, while our Indian customers included 25 ‘Fortune Global 500 2022 companies. In addition, we added four ‘Fortune Global 500 2020 companies in Fiscal 2021, 15 ‘Fortune Global 500 2021 companies in Fiscal 2022 and 16 ‘Fortune Global 500 2022 companies in Fiscal 2023.

For further information in relation to our business, see "Our Business - Overview" on page 221.

Our Growth and Evolution

We were incorporated on November 16, 2004. We initially offered aftermarket warehousing, production support warehousing and production linked transportation services to customers engaged in automotive and industrial segments. Our primary focus initially was on building scale in our operations and development of technology. We were able to achieve this through new business development, encirclement (i.e. incremental business from existing customers by increasing the scope of our services), diversification into newer sectors and geographies, and a series of targeted acquisitions. We developed capabilities and customer relationships across diverse sectors such as consumer, tech and tech infra, rail and utilities, and healthcare. Geographically, our operations expanded beyond India to the United Kingdom, United States, Europe and Asia Pacific. The graphic below summarizes our capability and sector expansion.

The following table sets forth certain details of the additional areas and services that we were able to add (including the year) through our acquisitions:

Entity Name	Date of acquisition⁽¹⁾	Operating Segment	Additional areas/ service added/ expansion due to such acquisition
TVS Dynamic Global Freight Services	July 2007	NS	Freight forwarding: ocean freight and air
Limited (thereafter renamed TVS SCS			freight for exports out of India and imports into
Global Freight Solutions Limited)			India
Multipart Holding Limited (thereafter	October 2009	ISCS	Sourcing, procurement, master data
renamed TVS Supply Chain Solutions			management, inventory optimization,
Limited UK)			aftermarket warehousing and Msys
			technology
Rico Logistics Limited (UK)	September 2012	NS	Time critical final mile solutions such as last-
			mile and same-day express capabilities; and
			closed loop spares
Wainwright Industries, Inc (thereafter	December 2012	ISCS	In plant warehousing (production support
renamed TVS Supply Chain Solutions			logistics and vendor managed inventory),
North America Inc.)			sequencing, kitting, and value added
			warehousing
T.I.F Holdings Pty. Limited (Transtar)	August 2015	NS	Global freight forwarding network across
			South-East Asia, Asia-Pacific and Europe
Drive India Enterprises Limited	August 2015	ISCS	Integrated supply chain capabilities for
(DIESL-CPR) ⁽³⁾			consumer sector
Nadal Forwarding S.L (thereafter	December 2017	NS	Global freight forwarding network in Europe
renamed as TVS SCS International
Freight (Spain) S.L.U.)
SPC International Limited	February 2017	NS	Closed loop logistics capabilities such as
			break-fix, repair and refurbishment services
Pan Asia Logistics Singapore Pte. Ltd	January 2018	NS	Global freight forwarding network across
(thereafter renamed TVS SCS			South-East Asia, Asia-Pacific and Europe
Singapore Pte. Ltd.)
Triage Holdings Limited	April 2018	NS	Time critical final mile solutions such as tech
			services for management of information and
			communication technology infrastructure
TLM Logistics Management Co. Ltd,	May 2018	NS	Global freight forwarding network in Thailand
Thailand (thereafter renamed as TVS
SCS Logistics Management Co., Ltd.)
White Data Systems Private Limited	October 2018	ISCS	Acquisition of technology for integrated
			supply chain and network capabilities (i-
			Loads)

Note:

(1) Refers to the month and year of completion of initial acquisition for certain entities. We have, subsequently, over a period of time, increased our shareholding in such entities by undertaking incremental acquisitions.

Our Strategy

Our growth strategy has been guided by ‘C3 Framework, which centres on three Cs - Customer, Capability and Country. The ‘C3 Framework focuses on opportunities that would increase business from existing customers and acquire new customers, acquire new capabilities and/ or increase our geographical presence. Additionally, the ‘C3 Framework has enabled us to grow in our core sectors as well as capitalize on opportunities in adjacent sectors and new age sectors.

Our domain knowledge and global expertise, coupled with technology is the foundation of our ‘C3 Framework. This enables us to develop and offer customized solutions to customers thereby empowering agile and efficient supply chains at large scale. Once a growth opportunity has been identified using the ‘C3 Framework, we work towards capitalizing on the opportunity through either organic means (encirclement/ new business development) and/ or inorganic means, such as acquisitions. For further information regarding the ‘C3 Framework, see "Our Business - Our Growth Strategy C3 Framework" on page 228.

Our key acquisitions highlighted below demonstrate the application of this model.

We believe the growth of our Group from inception in 2004 to revenue from operations of 102,353.80 million in Fiscal 2023 is a testament to the success of our strategic framework and our ability to execute and grow our operations.

Our Core DNA

Strong network partner relationships and people processes. We believe we have developed efficient processes for identifying, on-boarding and maintaining network partners and people, the two most important elements in our services, in addition to technology.

Ability to leverage technology innovatively. We have an operational technology platform that includes proprietary systems and software such as Msys, i-Loads, Visibility, TRACE, Courier Alliance, LCL Consolidator and e-Connect as well as third-party softwares such as CargoWise. The following table sets forth the year in which such systems and software were implemented in our operations:

Year	Technology
2009	Msys
2012	TRACE
2015*	e-Connect
2015*	CargoWise
2018	i-Loads
2020	Courier Alliance
2021	LCL Consolidator
2019	Visibility

* Introduced in 2015 and fully deployed by 2019.

Ability to create adjacencies and growth opportunities. We have been able to scout adjacent sectors, grow them and absorb them into our core sector portfolio. For example, we have taken our capabilities in sourcing from the automotive sector to beverages, utilities, defense and rail sectors.

Ability to acquire, integrate and generate synergies. We have a history of acquisitions that have grown organically as well as supported evolving customer requirements.

Our Business Model

The following table highlights certain key features, and the revenue and cost drivers for both of our segments:

Particulars	Integrated Supply Chain Solutions (ISCS)	Network Solutions (NS)
Capabilities	Sourcing/ Procurement: master data GFS management, e-catalogue, forecasting and procurement planning and procurement. Integrated Transportation: transportation, and inventory planning and optimization and packaging solutions. Logistics Operation Centre and In Plant TCFMS Logistics: production support logistics including warehousing, material management, sub-assembly and kitting and sequencing. Finished Goods and Aftermarket Fulfilment: Finished goods warehousing, aftermarket/ spare parts warehousing	Import Freight and Export Freight: air, ocean and land freight including customer brokerage, warehousing and value added services. Project Forwarding: flight and vessel chartering, break bulk and project cargo. Closed loop spare parts logistics including forward stocking locations for spares, break-fix support covering both large (‘B2B) and small (‘B2b) businesses. Courier and consignment management including same day and next day time critical courier.
Geographical	India;	India;
Presence	United Kingdom;	Asia Pacific;
	Europe;	United Kingdom;
	North America; and	Europe; and
	Asia Pacific.	North America.
Nature of Customer Engagement	Driven by outsourcing contracts that define the scope, service levels and pricing. Typically multi-year contracts with select contracts ranging up to 13 years.	GFS: Driven by engagements that are a mix of both long-term commercial contracts and short- term commercial contracts (where the commercials depend on market variations).
Revenue and Margin Drivers	Resilient revenue profile driven by healthy mix of different pricing models: Cost plus management fee; Template/ deployment linked; Volume linked/ variable; and Gain-share. Pricing models typically cover direct operational expenses with margins driven by volumes and operational efficiencies.	TCFMS: Driven by engagements that are a mix of single-year and multi-year contracts Revenue is mostly driven by a combination of : Cost plus management fee; and Template/ deployment linked. Due to a higher share of contracts with cost plus management fee pricing model, margins vary based on input costs. Higher utilization of network/ better throughput drives margin enhancement.
Cost Drivers	Solutioning, process and tech deployment. Outsourced vendors (transportation partners). Manpower deployment. Asset deployment (warehouse and equipment).	GFS Solutioning, process and tech deployment Outsourced freight carriers and operational manpower. TCFMS Solutioning, process and tech deployment Operational manpower deployment. Network cost (field spares/ stock locations, outsourced couriers and support engineers).
Customer Base	Provided services to 412 customers in India and rest of the world in Fiscal 2023. Business typically driven by large customer engagements. Top 20 ISCS customers contributed 59.04% of our ISCS segment revenue in Fiscal 2023.	Provided services to 8,376 customers in India and rest of the world in Fiscal 2023. Business is spread across a large number of customers with low revenue concentration. Top 20 NS customers contributed 37.70% of our NS segment revenue in Fiscal 2023.
Length of our: Customer Relationships	Average length of relationship: with the top 5 ISCS customers in terms of revenue in Fiscal 2023 was approximately 14.6 years, as of March 31, 2023. with the top 10 ISCS customers in terms of revenue in Fiscal 2023 was approximately 10.9 years, as of March 31, 2023.	Average length of relationship with the top 5 NS customers in terms of revenue in Fiscal 2023 was approximately 12.8 years, as of March 31, 2023. with the top 10 NS customers in terms of revenue in Fiscal 2023 was approximately 10.5 years, as of March 31, 2023.

The following table sets forth our external revenue from each of our operating segments under Ind AS 108 for the years indicated:

	Fiscal 2021		Fiscal 2022		Fiscal 2023
	Amount ( million)	% of revenue from operations (%)	Amount ( million)	% of revenue from operations (%)	Amount ( million)	% of revenue from operations (%)
ISCS (A)	32,041.17	46.21%	37,407.12	40.44%	45,806.26	44.75%
NS (B)	37,294.81	53.79%	55,090.74	59.56%	56,547.54	55.25%
Total	69,335.98	100.00%	92,497.86	100.00%	102,353.80	100.00%
(C=A+B)

Significant Factors Affecting our Financial Condition and Results of Operations

Our financial condition and results of operations are affected by numerous factors and uncertainties, including those discussed in the section titled "Risk Factors" beginning on page 39. The following is a discussion of certain factors that we believe have had, and will continue to have, a significant effect on our financial condition and results of operations:

Macroeconomic trends in the industries our customers operate

Our growth and results of operations and financial condition are significantly affected by end-consumer demand for products manufactured or sold or services provided by our customers which in turn is linked to macro factors driving India and the global economy. These factors include levels of per capita disposable income, levels of consumer spending, consumer preferences, business investment (specifically supply chain related investments), overall logistics spending, changes in interest rates, fuel and power prices, government policies or taxation, social or civil unrest and political, economic or other developments that affect consumption and business activities in general.

Our performance may decline during recessionary periods or in other periods where one or more macro-economic factors, or potential macro-economic factors, negatively affect the level of consumer and business confidence and consumption or the performance of our customers. For example, our operations and the demand for our services were adversely impacted by certain macro-economic developments including the multi-sector slowdown in India that resulted in weak economic performance and decrease in demand, a strike by the workers at one of our key customers in the United States and the slowdown of global freight forwarding industry on account of decrease in global trade. Further, in the first two quarters of Fiscal 2021 our operations and demand for our services were adversely impacted by the lockdown imposed in India due to COVID-19. Moreover, the decline in global ocean and air freight rates in Fiscal 2023 also had an impact on our financial performance.

Demand for outsourced supply chain solutions and logistics services

As supply chain demands become increasingly complex, more companies and sectors, particularly in India and in sectors such as retail, healthcare, telecom and technology, are expected to turn to specialist supply chain service providers that can curate more efficient and better tech enabled solutions to more efficiently manage these demands as well as increase cost savings (Source: Redseer Report). Moreover, in developed markets such as the United Kingdom, we have experienced this evolution of demand with businesses and government operations increasingly evaluating and engaging with third party supply chain service providers. As a result, our ability to continually innovate and adapt our offerings to the evolving needs of industries will determine our growth trajectory.

Ability to pursue acquisitions and integrate

We have an established track record of successful inorganic growth through strategic acquisitions (over 20 acquisitions over the last 16 years) that supplement our operations. We have, over the years, pursued acquisitions for our growth across Europe, the United Kingdom, the United States and Asia Pacific (including India). As of the date of this Red Herring Prospectus, 18 of our acquisitions were currently operational, out of which 16 acquisitions had made a profit for five years out of the seven years, on an average, since their acquisition. The remaining two acquisitions have been loss making since they were acquired by us. For further information, see " Overview Our Strategy" and "Our Business Our Competitive Strengths - Long and Consistent Track-Record of Successful Integration of Acquisitions to Support Capabilities and Customer Acquisition"on pages 506 and 237, respectively.

We have and may intend to continue to pursue strategic acquisitions to grow our business, geographies, capabilities and service offerings. Our ability to succeed will depend on the synergies we are able to achieve through the integration of acquired entities. For instance, in 2018 and 2019, we acquired multiple entities including TVS SCS Singapore Pte. Ltd (formerly known as Pan Asia Logistics Singapore Pte. Ltd), TVS SCS International Freight (Spain) SLU (formerly known as Nadal Forwarding S.L, Spain), TVS SCS Logistics Management Co. Ltd (formerly known as TLM Logistics Management Co., Ltd), Triage Holdings Limited and White Data Systems India Private Limited, which resulted in a significant increase in our finance and integration costs. More recently, in the third quarter of Fiscal 2022, we acquired Fit 3PL Warehousing Private Limited, a full-fledged third-party logistics company that provides end-to-end contract logistics service provider in India.

However, once we are able to integrate our strategic acquisitions, we believe that the effect of our acquisitions and the consolidation of the acquired entitys financial results in our financial statements will strengthen our financial performance. For instance, we were able to realize benefits from the acquisitions undertaken in 2018 and 2019 in our financial performance for Fiscals 2021, 2022 and 2023.

Expansion of our relationships with existing customers and attract new customers

We have developed strong partnerships with various customers. Globally, we provided supply chain solutions to 8,788 customers during Fiscal 2023, while in India, we provided our solutions to 902 customers in the same year. Our customers span across numerous industries such as automotive, industrial, consumer, tech and tech infra, rail and utilities, and healthcare. We believe that our portfolio of capabilities, technology and service quality standards have resulted in long-term relationships with marquee customers and stable and recurring revenues as well as enabled us to increase our scope of services and wallet share with customers.

In line with our ‘C3 Framework, we have been able to cross-sell our services to existing customers. Our involvement in their supply chain or logistics operations allows us to identify the problems and opportunities in their operations, which can be addressed through our services and solutions. For instance, we have cross-deployed our capabilities across various customers in different industries, which we believe has helped us in achieving a higher share of customer wallet and high customer retention. In addition, we have also successfully attracted new customers by targeting companies where we believe our capabilities would be most relevant. For further information, see " Overview Our Strategy" on page 506.

Ability to control operational cost and enhance operating leverage and efficiency

As we continue to expand the size and scope of our businesses, optimizing our operating costs and enhancing operating leverage and efficiencies will be critical in maintaining our competitiveness and profitability, particularly in view of the pricing pressures we face and the highly fragmented and competitive environment that we operate in. We believe that we have significant operating leverage in our operations. We have consciously focused on digitizing and automating our operations to drive productivity and greater effectiveness to enhance this operating leverage. The results of these efforts are evident in our employee benefit which declined as a percentage of our revenue from operations in Fiscal 2022 compared to Fiscal 2021 and remained at a consistent percentage of our revenue from operations in Fiscal 2023, and sub-contracting costs which have continued to decline as a percentage of our revenue from operations from Fiscal 2021. Employee and subcontracting costs are semi-fixed in nature and subject to demand levels in both our operating segments. Certain of other costs, such as, freight, clearing, forwarding and handling charges are driven by external market conditions including shipping, air and land transport demand and rates. We continue to leverage our strong and long-term relationships with network partners in particular sectors to manage such costs and pricing, with an aim to improve our margins. The following table sets forth employee benefits expense, sub-contracting costs and freight, clearing, forwarding and handling charges as a percentage of our revenue from operations for years indicated:

	Fiscal 2021	Fiscal 2022	Fiscal 2023
Particulars		(%)
Employee benefits expense as a % of revenue from operations	26.03%	20.42%	20.45%
Sub-contracting costs as a % of revenue from operations	11.57%	11.50%	10.46%
Freight, clearing, forwarding and handling charges as a % of revenue from operations	30.10%	37.62%	36.47%

Ability to effectively invest in technology capabilities

Our ability to engage customers and enhance our supply chain solutions and logistics services is affected by our technology capabilities, which are critical to our ability to timely adapt to the rapidly evolving industry trends. We have made significant investments in developing our technology capabilities to attract customers, enhance customer experience and expand the capabilities and scale of our solution and service offerings. In Fiscals 2021, 2022 and 2023, other additions to intangible assets - computer software amounted to 239.13 million, 249.71 million and 224.44 million, respectively.

We believe the further enhancement of our technologies is important to our future performance, particularly to increase asset productivity, improve operating efficiencies and strengthen our competitive position, and we expect to continue to make investments in developing and implementing new technologies. Specifically, we plan to continue to invest in improving and expanding our technology infrastructure, talent recruitment in the fields of automation and digitalization to strengthen our technological advantage.

Our business could be affected if we fail to implement and maintain our technology systems or fail to upgrade or replace our technology systems to meet the demands of our clients and protect against system failures. Some of our existing technologies and processes in the business may become obsolete or perform less efficiently compared to newer and better technologies and processes in the future. The logistics industry could also experience unexpected disruptions from technology-based start-ups. Moreover, the implementation of technology can typically entail a significant amount of capital expenditure, including in relation to maintenance when needed, which may have an effect on our cash flow until we are able to realize the benefits of its implementation in terms of increased volumes and cost efficiency. Additionally, technology is susceptible to outages and technical snags, which may disrupt our workflow and affect our revenues.

Ability to maintain and expand our network of partners

Our results of operations depend in part on our ability to effectively invest in our logistics networks to meet the increasingly complex demands of our new and existing customers. We operate on the basis of an asset-light business model where we work with our network partners who provide us with assets (such as vehicles, warehouses and other equipment) and personnel necessary for our operations. We have created a large network of business partners. Our success depends, in part, on our ability to continue to maintain and drive productivity across our network partners consistent with the growth in the number of customers we serve and the industry verticals we operate in as well as the adequate and timely supply of assets necessary for our operations. We believe that this represents a core strength for us and our access to a large fleet of vehicles, ocean and air carriers, third party courier service providers and third party support engineers provides flexibility, scalability and wide coverage as well as a significant competitive advantage.

Our truck owners, warehouse owners, sub-contracted couriers, engineers and manpower service providers enter into contracts, arrangements, work orders or purchase orders, as applicable, with us and we generally have developed long-term business relationships with them. Events beyond our control or that of our network partners may affect the cost or availability of warehouses, vehicles and related equipment. Any non-availability or delays in obtaining warehouses, vehicles and other related equipment or a shortage of network partners that meet our quality standards and other selection criteria may result in loss of orders or delays.

Global operations and foreign exchange

We derive majority of our revenue from our services provided to customers located in Europe, United Kingdom, North America and Asia-Pacific. As of March 31, 2023, we have presence in 26 countries. The following table sets forth our revenue from operations from rest of the world as a percentage of our revenue from operations for years indicated:

Particulars	Fiscal 2021	Fiscal 2022	Fiscal 2023
	(%)
Revenue from operations from rest of the world segment as a % of revenue from operations, on a consolidated basis	75.87%	73.66%	70.43%

As a result of our international operations, certain portions of our revenues and expenditure are influenced by the currencies of those countries where we sell our products.

Since our reporting currency is Indian rupee, all foreign currency transactions including sales, purchases and expenses are translated into Indian rupees. We are exposed to foreign currency risks that arise from our business transactions that are denominated in foreign currencies. The depreciation of the Indian Rupee against foreign currency (primarily USD, GBP and Euro), will generally have a positive effect on our reported revenues and operating income, while the appreciation of Indian Rupee against foreign currency will generally have a negative effect on our reported revenues and operating income. In addition, a significant portion of our debt is denominated in GBP and USD. We employ financial instruments, primarily foreign currency swaps and forwards to hedge the foreign currency debts to manage our foreign currency exchange risks relating to our business. The value of the Indian Rupee against foreign currencies is affected by, among other things, the demand and supply of the Indian

Rupee and changes in Indias political and economic conditions. These factors may expose us to exchange rate movements, which may have a material effect on our operating results in a given period.

Impact of COVID-19

As a global provider of supply chain solutions, our business can be impacted to varying degrees by factors beyond our control. The global spread and unprecedented impact of COVID-19 pandemic affected economic activity broadly and customer sectors served by our industry. In response to the COVID-19 pandemic, the governments of many countries, states, cities and other geographic regions had taken and may continue to take preventative or reactive actions, such as imposing restrictions on travel and business operations and establishing guidelines for social distancing and occupational safety.

While the COVID-19 pandemic and associated impacts on economic activity initially had an adverse effect on our results of operations and financial condition, especially in the fourth quarter of Fiscal 2020 and the first half of Fiscal 2021 in the Asia Pacific and European markets, we were also able to pivot into newer opportunities that had been created due to the COVID-19 pandemic. For instance, in the United Kingdom, we won a contract where we deployed our NS capabilities for managing reverse logistics of COVID-19 test samples. Moreover, changes in consumption and shopping patterns triggered by the COVID-19 pandemic, including a rise in manufactured consumer goods, led to a growth in the retail sector and requirement of ‘work-from-home equipment, and we were able to leverage our local networks to capitalize on such growth. Further, this led to a rise in shipping rates, which our freight forwarding business benefitted from and we were also able to effectively leverage our network partner relationships to ensure strong service levels to our customers. As a result, our revenue from operations increased by 33.41% from 69,335.98 million in Fiscal 2021 to 92,497.86 million in Fiscal 2022, and further increased by 10.66% to 102,353.80 million in Fiscal 2023.

During the years ended March 31, 2022 and March 31, 2021, a detailed assessment was carried out by us for each operating segment with regards to impact on revenue, costs and other financial statement metrics. During March 31, 2021, impact due to any extended credit terms, cancelled orders, change in contractual terms, price concession request, onerous obligations etc. were comprehensively evaluated for any risk due to COVID-19 on revenue recognized and collectability thereof. No material impact was noted in this impact assessment. In assessing the recoverability of our assets including receivables, property, plant and equipment, intangibles, investments, goodwill etc., we considered internal and external information including economic forecasts. We performed analysis on the assumptions used and based on current indicators of future economic conditions, we expect to recover the carrying amount of these assets. With the gradual lifting of the lockdown restrictions during the Fiscal 2022, our operations returned to normal levels of activity and we believe that the impact of COVID-19 on our financial metrics are no longer significantly uncertain. We have evaluated the impact of COVID-19 on the business and operations of the Group as at March 31, 2022 and are of the view that it does not have any material impact on the financial results of the Group on the basis of the facts and events. However, in view of the dynamic nature of the pandemic, we will continue to monitor future events/ developments that may result in an adverse effect on the business and operations.

Principal Components of Income and Expenditure

Income

Total income consists of revenue from operations and other income.

Revenue from Operations

Revenue from operations comprises:

(i) sale of services, which comprises:

(a) income from supply chain management services, which generates revenue from services to customers such as providing freight and other transportation services, warehousing, packaging, kitting, reverse logistics and inventory management contracts ranging from a few months to a few years. Certain accessorial services may also be provided to customers under their transportation contracts, such as unloading and other incidental services; and

(b) income from telecom services: We provide logistics support services for installation and commissioning of telecom towers in India through sub-contracting arrangements. Income from telecom services is primarily generated from commissioning and spare parts management of telecom infrastructure assets for our customers in the telecommunications sector. The nature of income is primarily in the form of revenue from sale of services. The following table sets forth our income from telecom services for the years indicated:

	Fiscal 2021		Fiscal 2022		Fiscal 2023
Particulars	Amount ( million)	% of revenue from operations (%)	Amount ( million)	% of revenue from operations (%)	Amount ( million)	% of revenue from operations (%)
Income from telecom services	884.03	1.27%	1,289.03	1.39%	1,536.53	1.50%

(ii) sale of products, which comprises sale of inventory of spare parts sourced on behalf of various clients in the beverage sector, indirect materials sourced on behalf of and invoiced to clients in the rail sector and sub-assemblies sourced on behalf of clients in the farm machinery sector; and

(iii) other operating revenue includes scrap sales and others such as one-time revenue generated from setting up a warehouse facility for a customer.

Other income

Other income primarily includes exchange difference gain net, interest income on security deposits, deposits with banks, investment in debentures and other items in finance income, other non-operating income including income from reimbursements and others, gain on termination of lease contracts, provision no longer required written back, income from finance lease, interest income on income tax refund and government grant.

Expenses

Our expenses comprise (i) materials and related costs; (ii) employee benefits expense; (iii) finance costs; (iv) depreciation and amortisation expense; and (iv) other expenses.

Materials and related costs

Materials and related costs represent the cost of materials sourced and sold to clients in the beverage, rail and farm machinery sectors. It consists of cost of materials consumed, purchase of stock-in-trade and changes in inventory of stock-in-trade.

Employee benefits expense

Employee benefits expense comprises (i) salaries, wages and bonus; (ii) contribution to provident fund and other funds; (iii) staff welfare expense; (iv) share based payments; (v) expenses related to compensated absences; and (vi) expenses related to post-employment defined benefit plans.

Finance Costs

Finance costs primarily include (i) interest on debt and borrowings; (ii) interest on lease liabilities such as leases for our various logistics facilities; (iii) amortisation of transaction cost on borrowings; and (iv) other borrowings costs.

Depreciation and Amortisation Expense

Depreciation and amortisation expense comprise (i) depreciation of property, plant and equipment relating to tangible assets used in our various logistic facilities and offices; (ii) depreciation of right of use asset such as leasing of warehouses, office premises and material handling equipments with the lease term of more than 12 months; and (iii) amortisation of intangible assets such as acquired customer relationships recognized as part of acquisitions and computer software.

Other Expenses

Other expenses primarily comprise the following:

Freight, clearing, forwarding and handling charges is our largest expense and comprises line haul expenses and vehicle rental expenses, which includes vehicle rental costs, fuel costs, driver salaries, tolls and maintenance costs for surface transport, cost of ocean and air transportation. As part of our asset-light model, our network partners, i.e. fleet owners, ocean liners and airlines, own the assets that we deploy in servicing our network. These costs show the amounts paid to these network partners; and

Sub-contracting costs including cost of sub-contracting in respect of services relating to sub-contracted couriers, installation and commissioning of telecom towers, and sub-contracted engineers.

In addition, other expenses primarily comprises casual labour charges, repairs and maintenance, material handling charges, rent, leasing and hiring charges, power and fuel, legal and professional fees, security expenses, insurance, staff transportation charges, consumption of stores and spares, communication costs, rates and taxes, impairment losses on financial instruments and litigations, and travelling and conveyance.

Key Trends and Developments

Revenue - Trend Analysis

The graphic below highlights certain key revenue drivers in Fiscals 2021, 2022 and 2023:

Fiscal 2021: The first two quarters of Fiscal 2021 were impacted by the lockdown imposed in India due to COVID-19, however, in other geographies, the diversification of our business operations enabled us to capitalize on the opportunities presented by COVID-19 in certain sectors. In particular, we pivoted into new opportunities in markets outside India and generated new business in sectors such as healthcare and retail. In addition, our NS segment realized the benefits of the acquisitions undertaken in 2018 and 2019 including TVS SCS Singapore Pte. Ltd (formerly known as Pan Asia Logistics Singapore Pte. Ltd), TVS SCS International Freight (Spain) SLU (formerly known as Nadal Forwarding S.L, Spain), TVS SCS Logistics Management Co. Ltd (formerly known as TLM Logistics Management Co., Ltd), Triage Holdings Limited and White Data Systems India Private Limited, which had resulted in us incurring significant integration costs, as well as witnessed strong recovery in the GFS business in Fiscal 2021. We also implemented strong cost control measures, such as temporary reduction in salaries and freeze on promotions, and exited certain contracts which were commercially not optimal as well as availed various government support programs in Singapore, which provided support in managing our operating expenses.

Fiscal 2022 compared to Fiscal 2021: We witnessed sustained growth in Fiscal 2022 as we built on the growth momentum through new business development. We were able to grow our business in both ISCS and NS segments and across geographies. The addition of new businesses and pivot into new customers and further expansion of relationships with existing customers delivered growth despite the outbreak of the second wave of COVID-19 in India in the first quarter of Fiscal 2022. In the NS segment, we additionally realized benefits of the pricing opportunities induced by COVID-19, as the supply chain industry recovered, as well as benefited from the increase in global freight rate. A growth in our revenue, coupled with our focus on cost management helped us deliver operating leverage and improve margins.

Fiscal 2023 compared to Fiscal 2022: Building further on the growth momentum of Fiscal 2022, we were able to grow our revenues across both ISCS and NS segments in Fiscal 2023 despite a decline in global freight rates in the last quarter of Fiscal 2023 and appreciation of Indian Rupee against the British Pound. Growth in India was supported by growth in volume of existing customer engagements, new business development, growth in exports, additional revenues accruing from acquisition of Fit 3PL Warehousing Private Limited and the resumption of activities post the second wave of COVID-19. Our business outside India also grew despite concerns of a global economic slowdown primarily driven by volume growth in existing customer engagements and new customer additions. The continuation of cost management measures helped us deliver operating leverage, which resulted in an improvement in our margins.

	Fiscal
	2021	2022	2023
Revenue from operations ( million)	69,335.98	92,497.86	102,353.80
Year-on-year growth (%) ⁽¹⁾	N.A.	33.41%	10.66% (%) ⁽²⁾
Indexed to previous year	N.A.	133.41%	110.66%

(1) Year-on-year growth (%) (Amount pertaining to the current financial year less corresponding amounts in the immediately preceding financial year) divided by corresponding amounts in the immediately preceding financial year. (2) Indexed to previous year (%) Indexed to previous year (%) shall mean amount pertaining to the current financial year divided by corresponding amounts in the immediately preceding financial year.

Revenue from operations in Fiscal 2021 was impacted by various macro-economic factors such as an economic slowdown across industries in India, a slowdown in global trade and the onset of the COVID-19 pandemic. However, on account of our efforts at pivoting into new sectors and leveraging the opportunities presented by COVID-19 along with the recovery in global forwarding solutions industry, our revenue from operations in Fiscal 2021 benefited from capitalizing on such opportunities. We capitalized on new opportunities and strengthened our business development efforts further in Fiscal 2022. Additionally, we also benefited from the pricing opportunities in the NS segment. As a result, our revenue from operations increased by 33.41% in Fiscal 2022 compared to Fiscal 2021. We continued to build on this growth momentum in Fiscal 2023 supported by growth in volume of existing customer engagements, new business development, new customer additions, additional revenues accruing from acquisition of Fit 3PL Warehousing Private Limited and the resumption of activities in India post the second wave of COVID-19. These factors were able to offset the impact of slowdown in freight rates in India and across the world in the last quarter of Fiscal 2023 and as a result, our revenue from operations increased by 10.66% in Fiscal 2023 compared to Fiscal 2022.

External Revenue by Operating Segment

	Fiscal
	2021	2022	2023
External revenue ISCS ( million)	32,041.17	37,407.12	45,806.26
Year-on-year growth (%) ⁽¹⁾	N.A.	16.75%	22.45%
Indexed to previous year (%) ⁽²⁾	N.A.	116.75%	122.45%
External revenue NS ( million)	37,294.81	55,090.74	56,547.54
Year-on-year growth (%) ⁽¹⁾	N.A.	47.72%	2.64%
Indexed to previous year (%) ⁽²⁾	N.A.	147.72%	102.64%

Note:

ISCS Segment: In Fiscal 2021, our ISCS segment was impacted due to COVID-19 particularly on account of the slowdown in operations in India in the first and second quarters of Fiscal 2021. However, in Fiscal 2022, as we capitalized on new business opportunities such as the opportunities presented by the COVID-19 pandemic, we grew despite the second wave of COVID-19 in India in the first quarter of Fiscal 2022. Our external revenue from ISCS segment increased by 16.75% in Fiscal 2022 compared to Fiscal 2021. This growth momentum continued with our external revenue from ISCS segment increasing by 22.45% in Fiscal 2023 compared to Fiscal 2022 primarily driven by growth in volume of existing customer engagements, new business development and customer engagements as well as additional revenues accruing from the acquisition of Fit 3PL Warehousing Private Limited, which was acquired in the third quarter of Fiscal 2022.

NS Segment: Our NS segment was largely agnostic to the impact of COVID-19 and also was supported by the recovery in the global freight forwarding and time critical final mile solutions industries in United Kingdom and Europe in Fiscal 2021. Our external revenue from NS segment continued to grow in Fiscal 2022 across both TCFMS and GFS. We additionally benefited from the high global shipping rates that resulted from the COVID-19 pandemic. Our external revenue from NS segment increased by 47.72% in Fiscal 2022 compared to Fiscal 2021. Business from new customer engagements continued to drive growth in our external revenue from NS segment in Fiscal 2023 despite a significant decline in global freight rates in the last quarter of Fiscal 2023, resulting in our external revenue from NS segment to increase by 2.64% in Fiscal 2023 compared to Fiscal 2022.

Revenue from Operations by Geography

Note: Figures in million

	Fiscal
	2021	2022	2023
Revenue from Operations India segment ( million)	16,731.88	24,368.37	30,267.14
Year-on-year growth (%) ⁽¹⁾	N.A.	45.64%	24.21%
Indexed to previous year (%) ⁽²⁾	N.A.	145.64%	124.21%

Revenue from Operations Rest of the world segment ( million)	52,604.10	68,129.49	72,086.66
Year-on-year growth (%) ⁽¹⁾	N.A.	29.51%	5.81%
Indexed to previous year (%) ⁽²⁾	N.A.	129.51%	105.81%
Note:

India: Revenue from India in Fiscal 2021 was impacted by the stringent lockdowns in the first two quarters of Fiscal 2021 imposed on account of the COVID-19 pandemic. In Fiscal 2022, revenue from operations from India segment recovered as a result of growth in volume of existing customer engagements, new business development, growth in exports, improvement in freight rates, additional revenues accruing from acquisition of Fit 3PL Warehousing Private Limited and the resumption of activities post the second wave of COVID-19, resulting in revenue from operations from India segment increasing by 45.64% in Fiscal 2022 compared to Fiscal 2021. This growth momentum on account of similar trends continued in Fiscal 2023 and was further supported by the consolidation of the full-period revenues from Fit 3PL Warehousing Private Limited in Fiscal 2023 which helped offset the impact of decline in the freight rates in the last quarter of Fiscal 2023. As a result, our revenue from operations from India segment increased by 24.21% in Fiscal 2023 compared to Fiscal 2022.

Rest of the World: Revenue from operations from rest of the world segment demonstrated the diversification of our business model, which benefited from the opportunities presented by COVID-19 in certain sectors. Our revenue from operations from rest of the world segment in Fiscal 2021 was supported by the new business opportunities that emerged from the COVID-19 pandemic. In Fiscal 2022, revenue from operations from rest of the world segment continued to grow on account of the pivot to opportunities in emerging sectors and increase in global freight rates as well as resumption of activities and recovery in the global economy from COVID-19, resulting in revenue from operations from rest of the world segment increasing by 29.51% in Fiscal 2022 compared to Fiscal 2021. This growth momentum continued in Fiscal 2023 despite concerns of a global slowdown in economic activity and decline in global freight rates on account of new customer additions resulting in our revenue from operations from rest of the world segment increasing by 5.81% in Fiscal 2023 compared to Fiscal 2022.

Expenses - Trend Analysis

		Fiscal
	2021		2022		2023
	( million)	% of revenue from operations	( million)	% of revenue from operations	( million)	% of revenue from operations
Revenue from Operations	69,335.98	100.00%	92,497.86	100.00%	102,353.80	100.00%
Expenses
Cost of materials consumed	245.94	0.35%	117.54	0.13%	114.26	0.11%
Purchase of stock-in-trade	9,522.61	13.73%	12,236.47	13.23%	14,123.23	13.80%
Changes in inventory of	(436.35)	(0.63)%	(644.80)	(0.70)%	(403.39)	(0.39)%
stock-in-trade
Materials and related costs	9,332.20	13.46%	11,709.21	12.66%	13,834.10	13.52%
Employee benefits expense	18,050.31	26.03%	18,891.32	20.42%	20,930.04	20.45%
Finance costs	1,755.98	2.53%	1,549.49	1.68%	1,903.42	1.86%
Depreciation and	4,432.82	6.39%	4,610.49	4.98%	5,236.55	5.12%
amortisation expense
Other expenses
Other expenses Category	31,616.82	45.60%	48,981.34	52.95%	52,864.48	51.65%
A⁽¹⁾
Other expenses Category B ⁽²⁾	6,469.75	9.33%	6,790.35	7.34%	7,888.67	7.71%
Other expenses	38,086.57	54.93%	55,771.69	60.30%	60,753.15	59.36%
Total Expenses	71,657.88	103.35%	92,532.20	100.04%	102,657.26	100.30%

Note:

(1) ‘Category A - Other expenses comprising freight, clearing, forwarding and handling charges, sub-contracting costs, casual labour charges and consumption of stores and spares, which are generally variable in nature and move with the movements in global ocean and air carrier costs rates, sub-contract labour cost and other external factors; and (2) ‘Category B - Other expenses is equal to total other expense minus Category A - Other expenses which are generally fixed in nature.

For reconciliation of materials and related costs, see " Non- GAAP Measures Reconciliation for materials and related costs" on page 538.

Materials and Related Costs

Materials and related costs as a percentage of revenue from operations

We have been able to maintain material related costs at a consistent percentage of our revenue from operations in Fiscals 2021, 2022 and 2023, with the marginal variation on account of change in business mix and growth in scale of business, which also corresponds with increase in sale of products, through efficient planning and procurement and mix of business involving procurement related services.

	Fiscal
	2021		2022		2023
	( million)	% of revenue from operations	( million)	% of revenue from operations	( million)	% of revenue from operations
Cost of materials consumed (A)	245.94	0.35%	117.54	0.13%	114.26	0.11%
Purchase of stock-in-trade (B)	9,522.61	13.73%	12,236.47	13.23%	14,123.23	13.80%
Changes in inventory of stock-in-trade (C)	(436.35)	(0.63)%	(644.80)	(0.70)%	(403.39)	(0.39)%
Materials and related costs	9,332.20	13.46%	11,709.21	12.66%	13,834.10	13.52%
(D)=(A)+(B)+(C)

Employee Benefits Expense

Employee benefits expense as a percentage of revenue from operations

We have been able to decrease employee benefits expense as a percentage of revenue from operations in Fiscal 2022 compared to Fiscal 2021 and maintain employee benefits expense at a consistent percentage of our revenue from operations in Fiscal 2023 compared to Fiscal 2022, primarily on account of cost control measures, optimization of resources as part of our integration initiatives, digitization/ use of technology and improvement in productivity.

	Fiscal
	2021		2022		2023
	( million)	% of revenue from operations	( million)	% of revenue from operations	( million)	% of revenue from operations

Employee benefits expense	18,050.31	26.03%	18,891.32	20.42%	20,930.04	20.45%

Other Expenses

Other expenses as a percentage of revenue from operations

Our other expenses can be broadly categorized in two categories:

(i) ‘Category A - Other expenses comprising freight, clearing, forwarding and handling charges, subcontracting costs, casual labour charges and consumption of stores and spares, which are generally variable in nature and move with the movements in global ocean and air carrier costs rates, sub-contract labour cost and other external factors; and

(ii) ‘Category B - Other expenses is equal to total other expense minus Category A - Other expenses which are generally fixed in nature.

We have been able to drive leverage on our ‘Category B Other expenses through operational efficiency and cost control measures, such as reduction in discretionary costs, which has enabled us to largely offset our

‘Category A Other expense in Fiscals 2021 and 2022. Further, we have been able to maintain ‘Category B Other expenses at a consistent percentage of our revenue from operations and decrease ‘Category A Other expense as a percentage of our revenue from operations in in Fiscal 2023 compared to Fiscal 2022.

	Fiscal
	2021		2022		2023
	( million)	% of revenue from operations	( million)	% of revenue from operations	( million)	% of revenue from operations
Other expenses	31,616.82	45.60%	48,981.34	52.95%	52,864.48	51.65%
Category A
Other expenses	6,469.75	9.33%	6,790.35	7.34%	7,888.67	7.71%
Category B
Other expenses	38,086.57	54.93%	55,771.69	60.30%	60,753.15	59.36%

Results of Operations

The following table sets forth selected financial data from our restated consolidated summary statement of profit and loss for Fiscals 2021, 2022 and 2023, the components of which are expressed as a percentage of total income for such years.

	Fiscal
	2021		2022		2023
	( million)	% of total income	( million)	% of total income	( million)	% of total income
Continuing operations
Revenue from Operations	69,335.98	99.06%	92,497.86	99.46%	102,353.80	99.27%
Other income	660.93	0.94%	501.50	0.54%	756.30	0.73%
Total income	69,996.91	100.00%	92,999.36	100.00%	103,110.10	100.00%
Expenses
Cost of materials consumed	245.94	0.35%	117.54	0.13%	114.26	0.11%
Purchase of stock-in-trade	9,522.61	13.60%	12,236.47	13.16%	14,123.23	13.69%
Changes in inventory of stock-in- trade	(436.35)	(0.62)%	(644.80)	(0.69)%	(403.39)	(0.39)%
Employee benefits expense	18,050.31	25.79%	18,891.32	20.31%	20,930.04	20.29%
Finance costs	1,755.98	2.51%	1,549.49	1.67%	1,903.42	1.84%
Depreciation and amortisation expense	4,432.82	6.33%	4,610.49	4.96%	5,236.55	5.07%
Other expenses	38,086.57	54.41%	55,771.69	59.97%	60,753.15	58.92%
Total expenses	71,657.88	102.37%	92,532.20	99.50%	102,657.26	99.56%
Restated profit/ (loss) before	(1,660.97)	(2.37)%	467.16	0.50%	452.84	0.43%
exceptional items, share of
profit/ (loss) of equity accounted
investees and income tax from
continuing operations
Exceptional items gain/ (loss)	482.73	0.69%	(350.96)	(0.38)%	(100.00)	(0.09)%
Share of profit from investments	13.96	0.02%	19.27	0.02%	47.76	0.04%
accounted for using the equity
method (net of income tax)
Restated profit / (loss) before	(1,164.28)	(1.66)%	135.47	0.15%	400.60	0.38%
tax from continuing operations
Tax expense
Current tax	(168.76)	(0.24)%	507.27	0.55%	498.80	0.48%
Deferred tax (expense/ (credit))	(256.48)	(0.37)%	76.99	0.08%	(515.81)	(0.50)%
Total tax expense	(425.24)	(0.61)%	584.26	0.63%	(17.01)	(0.01)%
Restated profit / (loss) for the	(739.04)	(1.06)%	(448.79)	(0.48)%	417.61	0.40%
year from continuing operations
Discontinued operations
Restated profit / (loss) from	(24.40)	(0.03)%	(9.21)	(0.01)%	-	-
discontinued operations before tax
expenses
Tax expense of discontinued operations
Current tax	-	-	-	-	-	-
Restated profit / (loss) after tax	(24.40)	(0.03)%	(9.21)	(0.01)%	-	-
from discontinued operations
Restated profit/ (loss) for the	(763.44)	(1.09)%	(458.00)	(0.49)%	417.61	0.40%
year

Fiscal 2023 compared to Fiscal 2022

Total Income. Our total income increased by 10.87% from 92,999.36 million in Fiscal 2022 to 103,110.10 million in Fiscal 2023 primarily due to the reasons discussed below.

Revenue from operations. Our revenue from operations increased by 10.66% from 92,497.86 million in Fiscal 2022 to 102,353.80 million in Fiscal 2023 primarily due to new customer additions, growth in volume of existing customer engagements and the resumption of activities in India post the second wave of COVID-19 experienced in the first quarter of Fiscal 2022. These factors were able to offset the impact of the decline in the global freight rates in the last quarter of Fiscal 2023. For further information, see "- Key Trends and Developments - Revenue - Trend Analysis" on page 515. In addition, other operating revenue others significantly increased by 1,406.10% from 12.62 million in Fiscal 2022 to 190.07 million in Fiscal 2023 primarily due to a one-time revenue generated from setting up a warehouse facility for a customer.

The following table sets forth external revenue by operating segments under Ind AS 108 for the years indicated:

Segment	Fiscal 2022	Fiscal 2023	Indexed to previous year⁽¹⁾
	( million)	( million)	(%)
ISCS (A)	37,407.12	45,806.26	122.45%
NS (B)	55,090.74	56,547.54	102.64%
Total (C=A+B)	92,497.86	102,353.80	110.65%

(1) Indexed to previous year (%) Indexed to previous year (%) shall mean amount pertaining to the current financial year divided by corresponding amounts in the corresponding preceding financial year.

NS Segment. Our NS segment was supported by business from new customer engagements in Fiscal 2023 resulting in our external revenue from NS segment to increase by 2.64% from 55,090.74 million in Fiscal 2022 to

56,547.54 million in Fiscal 2023. However, the growth of our NS segment in Fiscal 2023 was offset by a decline in global freight rates in the last quarter of Fiscal 2023.

ISCS Segment. Our ISCS segment capitalized on growth in volume of existing customer engagements, new business opportunities and customer engagements as well as the acquisition of Fit 3PL Warehousing Private Limited, which was acquired in the third quarter of Fiscal 2022, resulting in our external revenue from ISCS segment to increase by 22.45% from 37,407.12 million in Fiscal 2022 to 45,806.26 million in Fiscal 2023.

For further information, see "- Key Trends and Developments Revenue from Operations External Revenue by Operating Segment" on page 516.

The following table sets forth revenue from operations by geography under Ind AS 108 for the years indicated:

Geography	Fiscal 2022	Fiscal 2023	Indexed to previous year⁽¹⁾
	( million)	( million)	(%)
India (A)	24,368.37	30,267.14	124.20%
Rest of the World (B)	68,129.49	72,086.66	105.80%
Total (C=A+B)	92,497.86	102,353.80	110.65%

Note:

(1) Indexed to previous year (%) Indexed to previous year (%) shall mean amount pertaining to the current financial year divided by corresponding amounts in the corresponding preceding financial year.

India: Our revenues from India grew primarily due to the growth in volume of existing customer engagements, new business development, growth in exports, additional revenues accruing from acquisition of Fit 3PL Warehousing Private Limited in the third quarter of Fiscal 2022 and the resumption of activities post the second wave of COVID-19, which helped in offsetting the decline in global freight rates in the last quarter of Fiscal 2023. As a result, our revenue from operations from India segment increasing by 24.21% from

24,368.37 million in Fiscal 2022 to 30,267.14 million in Fiscal 2023.

Rest of the World: Our revenue from the rest of the world continued to grow despite concerns of a global slowdown in economic activity and decline in global freight rates in the last quarter of Fiscal 2023 on account of new customer additions and volume growth in existing customer engagements resulting in our revenue from operations from rest of the world segment increasing by 5.81% from 68,129.49 million in Fiscal 2022 to

72,086.66 million in Fiscal 2023.

For further information, see "- Key Trends and Developments - Revenue - Trend Analysis - Revenue from Operations by Geography" on page 517.

Other income. Our other income increased by 50.80% from 501.50 million in Fiscal 2022 to 756.30 million in Fiscal 2023, primarily due to an increase in exchange difference gain net by 519.26% from 85.41 million in Fiscal 2022 to 528.91 million in Fiscal 2023 on account of favorable movement in exchange rates. This increase was partially offset by provision no longer required written back of nil in Fiscal 2023 compared to 70.57 million in Fiscal 2022 primarily due to a lower amount of write back of provisions that were made in current year and government grant by 94.01% from 33.05 million in Fiscal 2022 to 1.98 million in Fiscal 2023 primarily on account of receipt of government grant in relation to the COVID-19 pandemic in Fiscal 2022 and no such receipt of government grants relating to COVID-19 in Fiscal 2023.

Expenses. Our total expenses includes loss on foreign currency transactions and translations. Our total expenses increased by 10.94% from 92,532.20 million in Fiscal 2022 to 102,657.26 million in Fiscal 2023 in line with the growth in our revenue from operations which increased by 10.66% in Fiscal 2023 compared to Fiscal 2022. As a percentage of revenue from operations, total expenses marginally increased from 100.04% in Fiscal 2022 to 100.30% in Fiscal 2023.

Materials and related costs. Materials and related costs consisting of cost of materials consumed, purchases of stock-in-trade and changes in inventories of stock-in-trade increased by 18.14% from 11,709.21 million in Fiscal 2022 to 13,834.10 million in Fiscal 2023 primarily due to change in business mix and growth in scale of business, which also corresponds with the increase in sale of products by 17.96% from 13,928.72 million in Fiscal 2022 to 16,430.34 million in Fiscal 2023. As a percentage of revenue from operations, materials and related costs increased from 12.66% in Fiscal 2022 to 13.52% in Fiscal 2023.

Employee benefits expense. Employee benefits expense increased by 10.79% from 18,891.32 million in Fiscal 2022 to 20,930.04 million in Fiscal 2023 primarily due to an increase in employee costs. Salaries, wages and bonus increased by 11.17% from 15,622.01 million in Fiscal 2022 to 17,367.54 million in Fiscal 2023 primarily due to annual increments. Contribution to provident and other funds also increased by 8.56% from 1,890.83 million in Fiscal 2022 to 2,052.71 million in Fiscal 2023 and staff welfare expense increased by 17.54% from 1,006.40 million in Fiscal 2022 to 1,182.92 million in Fiscal 2023 primarily due to annual increments. As a percentage of revenue from operations, employee benefits expense marginally increased from 20.42% in Fiscal 2022 to 20.45% in Fiscal 2023.

Finance costs. Finance costs increased by 22.84% from 1,549.49 million in Fiscal 2022 to 1,903.42 million in Fiscal 2023 primarily on account of an increase in interest on debt and borrowings by 63.67% from 561.53 million in Fiscal 2022 to 919.08 million in Fiscal 2023 due to increase in total borrowings (current and non-current) and increase in average interest rate across our borrowing facilities. In addition, other borrowing costs also increased by 84.10% from 46.67 million in Fiscal 2022 to 85.92 million in Fiscal 2023 primarily due to advisory fees paid towards borrowing arrangements. This increase was marginally offset by a decrease in amortisation of transaction cost on borrowing by 56.01% from 137.31 million in Fiscal 2022 to 60.39 million in Fiscal 2023 primarily due to the transaction cost on borrowing incurred towards the revolving credit facility in Fiscal 2022 compared to no such cost in Fiscal 2023 as such costs were fully amortised in Fiscal 2022. As a percentage of revenue from operations, finance costs marginally increased from 1.68% in Fiscal 2022 to 1.86% in Fiscal 2023.

Depreciation and amortisation expense. Depreciation and amortisation expense increased by 13.58% from 4,610.49 million in Fiscal 2022 to 5,236.55 million in Fiscal 2023. This increase was primarily due to an increase in depreciation of right of use asset by 18.92% from 3,191.68 million in Fiscal 2022 to 3,795.82 million in Fiscal 2023 primarily on account of increase in right of use assets from 9,624.90 million in Fiscal 2022 to

11,136.31 million in Fiscal 2023 resulting from an increase in long-term leases (primarily warehouses, office premises and material handling equipment). As a percentage of revenue from operations, depreciation and amortisation expense increased from 4.98% in Fiscal 2022 to 5.12% in Fiscal 2023.

Other expenses. Other expenses increased by 8.93% from 55,771.69 million in Fiscal 2022 to 60,753.15 million in Fiscal 2023 primarily due to the following reasons. However, as a percentage of revenue from operations, other expenses decreased from 60.30% in Fiscal 2022 to 59.36% in Fiscal 2023.

Freight, clearing, forwarding and handling charges increased by 7.28% from 34,794.27 million in Fiscal 2022 to 37,328.71 million in Fiscal 2023. This increase was primarily due to growth in business. However, as a percentage of revenue from operations, freight, clearing, forwarding and handling charges marginally decreased from 37.62% in Fiscal 2022 to 36.47% in Fiscal 2023 primarily due to a significant decline in global freight rates in the last quarter of Fiscal 2023 and change in business mix towards increased revenue share of the ISCS segment.

Casual labour charges increased by 38.36% from 3,017.40 million in Fiscal 2022 to 4,174.94 million in

Fiscal 2023. As a percentage of revenue from operations, casual labour charges increased from 3.26% in Fiscal 2022 to 4.08% in Fiscal 2023. This increase was primarily on account of increase in scale of business and specifically due to the faster growth of business in India, as well as cost inflation particularly in developed markets.

Repairs and maintenance increased by 56.12% from 935.67 million in Fiscal 2022 to 1,460.75 million in

Fiscal 2023. As a percentage of revenue from operations, repairs and maintenance increased from 1.01% in Fiscal 2022 to 1.43% in Fiscal 2023. This increase was primarily due to an increase in scale of our business as well as cost inflation.

Factoring charges increased by 189.03% from 88.99 million in Fiscal 2022 to 257.21 million in Fiscal 2023. This increase was primarily due to increase in scale of receivables factoring to better manage our working capital. As a percentage of revenue from operations, factoring charges marginally increased from 0.10% in Fiscal 2022 to 0.25% in Fiscal 2023.

Power and fuel increased by 25.26% from 753.59 million in Fiscal 2022 to 943.95 million in Fiscal 2023. This increase was primarily due to growth in scale of business and inflation in fuel costs. As a percentage of revenue from operations, power and fuel marginally increased from 0.81% in Fiscal 2022 to 0.92% in Fiscal 2023.

Rent, leasing and hiring charges increased by 9.91% from 957.56 million in Fiscal 2022 to 1,052.46 million in Fiscal 2023. This increase was primarily due to increase in scale of business. However, as a percentage of revenue from operations, rent, leasing and hiring charges marginally decreased from 1.04% in Fiscal 2022 to 1.03% in Fiscal 2023.

Restated profit/ (loss) before tax from continuing operations. For the various reasons discussed above, our restated profit before tax from continuing operations increased by 195.71% from 135.47 million in Fiscal 2022 to 400.60 million in Fiscal 2023. The share of profit from investments accounted for using the equity method (net of income tax)was 47.76 million in Fiscal 2023 compared to 19.27 million in Fiscal 2022. We had an exceptional items loss of 350.96 million in Fiscal 2022 which was attributable to settlement of arbitration with the erstwhile chief executive officer and minority shareholder of our Subsidiary, TVS Supply Chain Solutions Pte. Ltd., disposal of discontinued operations and loss on sale of investments compared to 100.00 million in Fiscal 2023 which was on account of IPO costs charged off that relate to certain expenditure incurred towards the previous draft red herring prospectus filing with SEBI in connection with the proposed initial public offering of our Company.

Tax expenses. Total tax expenses was (17.01) million in Fiscal 2023 compared to 584.26 million in Fiscal 2022. Deferred tax credit was 515.81 million in Fiscal 2023 while deferred tax expense was 76.99 million in Fiscal 2022. The deferred tax credit in Fiscal 2023 is primarily on account of reversal of deferred tax liabilities recognized on undistributed profits of TVS SCS Global Freight Solutions Limited and TVS Logistics Investment UK Limited. Further, current tax decreased by 1.66% from 507.27 million in Fiscal 2022 to 498.80 million in Fiscal 2023 in the ordinary course of business.

Restated profit/ (loss) for the year from continuing operations. For the various reasons discussed above, our restated profit for the year from continuing operations was 417.61 million in Fiscal 2023 compared to a restated loss for the year from continuing operations of 448.79 million in Fiscal 2022.

Restated profit/ (loss) after tax from discontinued operations. Our restated loss after tax from discontinued operations was 9.21 million in Fiscal 2022 compared to nil in Fiscal 2023. The discontinued operations was in relation to our Companys erstwhile wholly owned subsidiary, Drive India Enterprise Solutions Limited, for which during Fiscal 2022, the Company entered in to a share purchase agreement dated September 29, 2021 with the buyer for disposal of investments in Drive India Enterprise Solutions Limited.

Restated profit/ (loss) for the year. For the various reasons discussed above, our restated profit for the year was

417.61 million in Fiscal 2023 compared to a restated loss for the year of 458.00 million in Fiscal 2022.

Fiscal 2022 compared to Fiscal 2021

Total Income. Our total income increased by 32.86% from 69,996.91 million in Fiscal 2021 to 92,999.36 million in Fiscal 2022 primarily due to the reasons discussed below.

Revenue from operations. Our revenue from operations increased by 33.41% from 69,335.98 million in Fiscal 2021 to 92,497.86 million in Fiscal 2022 primarily due to strengthened business development efforts that helped capitalize on opportunities both with new customers and existing customers, and the benefit from the pricing opportunities in the NS segment. For further information, see "- Key Trends and Developments - Revenue - Trend Analysis" on page 515.

The following table sets forth external revenue by operating segments under Ind AS 108 for the years indicated:

Segment	Fiscal 2021	Fiscal 2022	Indexed to previous year⁽¹⁾
	( million)	( million)	(%)
ISCS (A)	32,041.17	37,407.12	116.75%
NS (B)	37,294.81	55,090.74	147.72%
Total (C=A+B)	69,335.98	92,497.86	133.41%

(1) Indexed to previous year (%) Indexed to previous year (%) shall mean amount pertaining to the current financial year divided by corresponding amounts in the immediately preceding financial year.

NS Segment. Our revenue from NS segment continued to grow in Fiscal 2022 across both TCFMS and GFS and benefited from the high global shipping rates that resulted from the COVID-19 pandemic, resulting in our external revenue from NS segment increasing by 47.72% from 37,294.81 million in Fiscal 2021 to 55,090.74 million in Fiscal 2022.

ISCS Segment. In Fiscal 2022 as we capitalized on new business opportunities such as the opportunities presented by the COVID-19 pandemic, we continued to grow despite the second wave of COVID-19 in India in the first quarter of Fiscal 2022, resulting in our external revenue from ISCS segment increasing by 16.75% from

32,041.17 million in Fiscal 2021 to 37,407.12 million in Fiscal 2022.

For further information, see "- Key Trends and Developments Revenue from Operations External Revenue by Operating Segment" on page 516.

The following table sets forth revenue from operations by geography under Ind AS 108 for the years indicated:

	Fiscal 2021	Fiscal 2022	Indexed to previous year⁽¹⁾
Geography
	( million)	( million)	(%)
India (A)	16,731.88	24,368.37	145.64%
Rest of the World (B)	52,604.10	68,129.49	129.51%
Total (C=A+B)	69,335.98	92,497.86	133.41%

India: In Fiscal 2022, revenue from operations from India segment recovered as a result of growth in volume of existing customer engagements, new business development, growth in exports, improvement in freight rates, additional revenues accruing from acquisition of Fit 3PL Warehousing Private Limited and the resumption of activities post the second wave of COVID-19, resulting in our revenue from operations from India increasing by 45.64% from 16,731.88 million in Fiscal 2021 to 24,368.37 million in Fiscal 2022.

Rest of the World: Our revenue from the rest of the world continued to grow on account of new customer additions and increase in freight rates, resulting in our revenue from operations from rest of the world segment increasing by 29.51% from 52,604.10 million in Fiscal 2021 to 68,129.49 million in Fiscal 2022.

For further information, see "- Key Trends and Developments - Revenue - Trend Analysis - Revenue from Operations by Geography" on page 517.

Other income. Our other income decreased by 24.12% from 660.93 million in Fiscal 2021 to 501.50 million in Fiscal 2022, primarily on account of the government grant decreasing by 73.46% from 124.54 million in Fiscal 2021 to 33.05 million in Fiscal 2022 on account of receipt of government grant in relation to the COVID-19 pandemic in Fiscal 2021 primarily relating to employee cost. In addition, there was a decrease in exchange difference gain net by 66.10% from 251.97 million in Fiscal 2021 to 85.41 million in Fiscal 2022 primarily on account of fluctuations in exchange rates.

Expenses. Our total expenses includes loss on foreign currency transactions and translations. Our total expenses increased by 29.13% from 71,657.88 million in Fiscal 2021 to 92,532.20 million in Fiscal 2022. However, as a percentage of revenue from operations, total expenses decreased from 103.35% in Fiscal 2021 to 100.04% in Fiscal 2022.

Materials and related costs. Materials and related costs consisting of cost of materials consumed, purchases of stock-in-trade and changes in inventories of stock-in-trade increased by 25.47% from 9,332.20 million in Fiscal 2021 to 11,709.21 million in Fiscal 2022 primarily due to growth in scale of the business, which also corresponds with the increase in sale of products by 36.74% from 10,186.61 million in Fiscal 2021 to 13,928.72 million in Fiscal 2022. However, as a percentage of revenue from operations, materials and related costs decreased from 13.46% in Fiscal 2021 to 12.66% in Fiscal 2022.

Employee benefits expense. Employee benefits expense increased by 4.66% from 18,050.31 million in Fiscal 2021 to 18,891.32 million in Fiscal 2022 primarily due to increase in the scale of our business and increase in employee costs. However, as an outcome of improving efficiency, employee benefits expense as a percentage of revenue from operations, decreased from 26.03% in Fiscal 2021 to 20.42% in Fiscal 2022. Salaries, wages and bonus increased by 4.97% from 14,882.05 million in Fiscal 2021 to 15,622.01 million in Fiscal 2022 primarily due to annual increments and increase number of employees. This increase was marginally offset by a decrease in staff welfare expense by 4.36% from 1,052.23 million in Fiscal 2021 to 1,006.40 million in Fiscal 2022 primarily on account of reduction in employee related insurance costs.

Finance costs. Finance costs decreased by 11.76% from 1,755.98 million in Fiscal 2021 to 1,549.49 million in Fiscal 2022. As a percentage of revenue from operations, finance costs decreased from 2.53% in Fiscal 2021 to 1.68% in Fiscal 2022. This decrease was primarily on account of a decrease in the interest on debt and borrowings and decrease in other borrowing costs. Interest on debt and borrowings also decreased by 23.81% from 736.99 million in Fiscal 2021 to 561.53 million in Fiscal 2022 primarily on account of replacement of high cost Indian Rupee denominated debt in India. Other borrowing costs decreased to 46.67 million in Fiscal 2022 from 116.42 million in Fiscal 2021, primarily on account of additional costs incurred in Fiscal 2021 from refinancing of the consortium financing arrangement.

Depreciation and amortisation expense. Depreciation and amortisation expense marginally increased by 4.01% from 4,432.82 million in Fiscal 2021 to 4,610.49 million in Fiscal 2022. This increase was primarily due to an increase in depreciation of right of use asset by 5.71% from 3,019.42 million in Fiscal 2021 to 3,191.68 million in Fiscal 2022 primarily due to increase in additions from 2,999.63 million in Fiscal 2021 to 3,851.18 million in Fiscal 2022. However, as a percentage of revenue from operations, depreciation and amortisation expense decreased from 6.39% in Fiscal 2021 to 4.98% in Fiscal 2022.

Other expenses. Other expenses increased by 46.43% from 38,086.57 million in Fiscal 2021 to 55,771.69 million in Fiscal 2022. As a percentage of revenue from operations, other expenses increased from 54.93% in Fiscal 2021 to 60.30% in Fiscal 2022 primarily due to the following reasons:

Freight, clearing, forwarding and handling charges increased by 66.71% from 20,870.78 million in Fiscal 2021 to 34,794.27 million in Fiscal 2022. As a percentage of revenue from operations, freight, clearing, forwarding and handling charges increased from 30.10% in Fiscal 2021 to 37.62% in Fiscal 2022 primarily due to change in business mix towards increased revenue share of the NS segment coupled with increases in ocean and air freight rates along key trade lanes.

Sub-contracting costs increased by 32.64% from 8,019.24 million in Fiscal 2021 to 10,636.47 million in

Fiscal 2022 primarily on account of growth in the scale of the NS segment. However, as a percentage of revenue from operations, sub-contracting costs marginally decreased from 11.57% in Fiscal 2021 to 11.50% in Fiscal 2022.

Casual labour charges increased by 25.09% from 2,412.13 million in Fiscal 2021 to 3,017.40 million in

Fiscal 2022 primarily on account of growth in the scale of business largely driven by the ISCS segment. However, as a percentage of revenue from operations, casual labour charges marginally decreased from 3.48% in Fiscal 2021 to 3.26% in Fiscal 2022.

Rent, leasing and hiring charges increased by 41.35% from 677.45 million in Fiscal 2021 to 957.56 million in Fiscal 2022. As a percentage of revenue from operations, rent, leasing and hiring charges increased from 0.98% in Fiscal 2021 to 1.04% in Fiscal 2022 primarily on account of growth in the scale of business.

This increase in other expenses was marginally offset by legal and professional fees, which decreased by 31.99% from 1,102.61 million in Fiscal 2021 to 749.93 million in Fiscal 2022. As a percentage of revenue from operations, legal and professional fees decreased from 1.59% in Fiscal 2021 to 0.81% in Fiscal 2022 primarily on account of lower costs incurred on consulting engagements and legal costs.

Restated profit/ (loss) before tax from continuing operations. For the various reasons discussed above, our restated profit before tax from continuing operations was 135.47 million in Fiscal 2022 compared to a restated loss before tax from continuing operations of 1,164.28 million in Fiscal 2021. The share of profit from investments accounted for using the equity method (net of income tax)was 19.27 million in Fiscal 2022 compared to 13.96 million in Fiscal 2021. In Fiscal 2022, we had an exceptional items loss of 350.96 million (compared to exceptional items profit of 482.73 million in Fiscal 2021) which was primarily attributable to settlement of arbitration with the erstwhile chief executive officer and minority shareholder of our Subsidiary, TVS Supply Chain Solutions Pte. Ltd., disposal of discontinued operations and loss on sale of investment.

Tax expenses. Total tax expenses was 584.26 million in Fiscal 2022 compared to (425.24) million in Fiscal 2021. Current tax was 507.27 million in Fiscal 2022 compared to (168.76) million in Fiscal 2021 primarily on account of tax benefits provided by the United States Government as part of COVID-19 relief measures by allowing loss making companies to set off their current loss with taxable profits of previous years in Fiscal 2021. Deferred tax expense increased by 130.02% from (256.48) million in Fiscal 2021 to 76.99 million in Fiscal 2022. The deferred tax credit in Fiscal 2021 is primarily on account of sale and leaseback of a property located in Chorley, United Kingdom, which resulted in a tax asset.

Restated profit/ (loss) from continuing operations. For the various reasons discussed above, our restated loss from continuing operations was 448.79 million in Fiscal 2022 compared to 739.04 million in Fiscal 2021.

Restated profit/ (loss) after tax from discontinued operations. Our restated loss after tax from discontinued operations was 9.21 million in Fiscal 2022 compared to a restated loss after tax from discontinued operations of

24.40 million in Fiscal 2021 in relation to the discontinued operations, Drive India Enterprise Solutions Limited.

Restated profit/ (loss) for the years. For the various reasons discussed above, our restated loss for the year was

458.00 million in Fiscal 2022 compared to restated loss for the year of 763.44 million in Fiscal 2021.

Liquidity and Capital Resources

Historically, our primary liquidity and capital requirements have been to finance the growth of our platform organically through investments in our, technology, team, and inorganically, through acquisitions. We have met these requirements through cash flows from operations, equity infusions from shareholders and borrowings. As of March 31, 2023, we had 10,857.86 million in cash and cash equivalents, 942.55 million in other bank balances (current and non-current) and 12,342.53 million in net trade receivables (current and non-current). We have a global presence spread across 26 countries, as of March 31, 2023 and operate through 68 Subsidiaries, including 60 foreign Subsidiaries and eight Indian subsidiaries, as of the date of the Red Herring Prospectus. In order to meet the day-to-day operational requirements and provide services to our customers, our Company and each of our Subsidiaries that have ongoing operations maintain a cash balance (primarily in the form of bank balances and bank deposits). Further, our Company also maintains sufficient cash balance to meet its quarterly debt repayment obligations for the next four quarters in line with its repayment schedule of its borrowings. In addition, our cash and cash equivalents as of March 31, 2023 also reflects the proceeds from the issue of Series D CCPS and Series E CCPS received by our Company in December 2022 and March 2023, respectively.

We typically pay our network partners, fleet partners, vendors and outsourcing firms within 60 days from the date we are invoiced, while we offer our customers payment terms of up to 90 days Therefore, access to lower cost capital enables us to support our network partners and customers in the form of favourable working capital terms, which results in stronger and stickier relationships with our network partners, and customers, resulting in higher business volumes and facilitates the growth of our network partners which enables us to continue to be asset light. Access to low-cost capital also positions us well for acquisitions and other strategic partnerships, driving consolidation in our industry.

We believe that after taking into account the expected cash to be generated from operations, our borrowings and the proceeds from the Offer, we will have sufficient liquidity for our present requirements and anticipated requirements for capital expenditure and working capital for at least the next 12 months.

Cash Flows

The following table sets forth our cash flows for the years indicated:

	Fiscal
Particulars	2021	2022	2023
		( million)
Net cash flows from operating activities	7,121.27	6,210.10	7,121.36
Net cash flows from/ (used in) investing activities	633.77	(3,805.44)	(2,545.87)
Net cash flows from/ (used in) financing activities	(11,672.53)	2,173.63	(3,767.51)
Net increase/ (decrease) in cash and cash equivalents	(3,917.49)	4,578.29	807.98
Cash and cash equivalents at the beginning of the year	8,896.83	5,384.10	9,938.26
Net foreign exchange difference	404.76	(24.13)	111.62
Cash and cash equivalents at the end of the year from continuing operations	5,369.63	9,938.26	10,857.86

Operating Activities

The key items which impact our cash flow from operations include depreciation and amortisation, finance costs, interest income and changes in working capital. The following table sets forth our cash flows from operating activities for the years indicated:

	Fiscal
	2021	2022	2023
	( million)
Restated profit / (loss) before tax from continuing operations	(1,164.28)	135.47	400.60
Restated profit / (loss) before tax from discontinued operations	(24.40)	(9.21)	-
Adjustments for:
Interest income	(116.26)	(149.09)	(130.51)
Provision no longer required written back	(104.24)	(70.97)	-
Net gain on sale of investments	(0.05)	-	-
Exceptional item (gain)/loss	(482.73)	221.07	100.00
Finance costs	1,756.01	1,549.51	1,903.42
Depreciation and amortisation expense	4,432.82	4,610.70	5,236.55
Gain on termination of lease contracts	(54.01)	(57.34)	(36.69)
Foreign exchange differences (gain)/loss	78.60	180.36	(518.97)
Bad debts written off	95.13	49.79	49.76
Impairment losses on financial instrument and litigations	269.85	369.25	369.55
Provision for impairment on investments	16.18	-	-
Share of (profit)/loss of equity accounted investees	(13.96)	(19.27)	(47.76)
Share based payment expenses	233.39	279.52	219.55
(Profit)/loss on sale of property plant and equipment, net	5.63	(14.47)	26.24

Operating profit / (loss) before changes in operating assets and liabilities	4,927.68	7,075.32	7,571.74
Change in working capital adjustment
(Increase) / decrease in inventories	(436.61)	(657.40)	(413.77)
(Increase) / decrease in trade receivables	1,737.69	(1,991.46)	927.69
(Increase) / decrease in other current and non-current, financial and non-	(945.59)	(1,025.72)	(95.26)
financial assets
Increase / (decrease) in trade payables	930.35	3,036.83	(1,061.74)
Increase / (decrease) in provisions	32.39	24.79	16.94
Increase / (decrease) in other current and non-current financial and non-financial	903.10	(95.14)	903.59
liabilities

Cash flows generated from operations	7,149.01	6,367.22	7,849.19
Income taxes paid, net of refunds	(27.74)	(157.12)	(727.83)
Net cash flows from operating activities	7,121.27	6,210.10	7,121.36

Operating Activities

Net cash flows from operating activities was 7,121.36 million in Fiscal 2023. Our restated profit before tax from continuing operations was 400.60 million in Fiscal 2023. Our operating profit before changes in operating assets and liabilities of 7,571.74 million in Fiscal 2023 was primarily due to depreciation and amortisation expense of

5,236.55 million, finance costs of 1,903.42 million, impairment losses on financial instrument and litigations of 369.55 million which primarily comprises impairment of trade receivables based on an expected credit loss model, and share based payment expenses of 219.55 million. This was marginally offset by adjustments for foreign exchange differences gain of 528.91 million on account of impact of exchange rate variances and interest income of 130.51 million. Our changes in working capital adjustments in Fiscal 2023 primarily consisted of decrease in trade receivables of 927.69 million and increase in other current and non-current financial and non-financial liabilities of 903.59 million, significantly offset by decrease in trade payables of 1,061.74 million, increase in inventories of 413.77 million and increase in other current and non-current, financial and non-financial assets of 95.26 million. Cash flows generated from operations was 7,849.19 million and income taxes paid, net of refunds was 727.83 million in Fiscal 2023.

Net cash flows from operating activities was 6,210.10 million in Fiscal 2022. Our restated profit before tax from continuing operations was 135.47 million and restated loss before tax from discontinued operations was (9.21) million in Fiscal 2022. We had an operating profit before changes in operating assets and liabilities of 7,075.32 million in Fiscal 2022, primarily due to depreciation and amortisation expense of 4,610.70 million, finance costs of 1,549.51 million, impairment loss on financial instruments and litigations of 369.25 million, share based payment expenses of 279.52 million, exceptional items loss of 221.07 million and foreign exchange differences loss of 180.36 million. This was partially offset by adjustments for interest income of 149.09 million, provision no longer required written back of 70.97 million and gain on termination of lease contracts of 57.34 million.

Our changes in working capital adjustments in Fiscal 2022 primarily consisted of an increase in trade payables of

3,036.83 million, significantly offset by an increase in trade receivables of 1,991.46 million, increase in other current and non-current, financial and non-financial assets of 1,025.72 million, increase in inventories of 657.40 million and decrease in other current and non-current financial and non-financial liabilities of (95.14) million.

Cash flows generated from operations was 6,367.22 million and income taxes paid, net of refunds was 157.12 million in Fiscal 2022.

Net cash flows from operating activities was 7,121.27 million in Fiscal 2021. While our restated loss before tax from continuing operations was 1,164.28 million and restated loss before tax from discontinued operations was 24.40 million in Fiscal 2021, we had an operating profit before changes in operating assets and liabilities of 4,927.68 million in Fiscal 2021, primarily due to depreciation and amortisation expense of 4,432.82 million, finance costs of 1,756.01 million and impairment losses on financial instruments and litigations of 269.85 million. This was partially offset by adjustments for exceptional items of 482.73 million on account of gain on deemed disposal of partial stake in equity accounted investment and interest income of 116.26 million and provision no longer required written back of 104.24 million. Our changes in working capital adjustments in Fiscal 2021 primarily consisted of a decrease in trade receivables of 1,737.69 million, increase in trade payables of 930.35 million and increase in other current and non-current, financial and non-financial liabilities of 903.10 million, offset by an increase in other current and non-current, financial and non-financial assets of 945.59 million and increase in inventories of 436.61 million. Cash flows generated from operations was 7,149.01 million and income taxes paid, net of refunds was 27.74 million in Fiscal 2021.

Investing Activities

Net cash flows used in investing activities was 2,545.87 million in Fiscal 2023, which primarily consisted of payment for property, plant and equipment and other intangible assets of 1,663.03 million and investment in bank deposits having an original maturity of more than three months of 831.76 million, which was marginally offset by proceeds from sale of property, plant and equipment and other intangible assets of 52.46 million and interest income received of 65.17 million.

Net cash flows used in investing activities was 3,805.44 million in Fiscal 2022, which primarily consisted of, acquisition of non-controlling interests of 1,720.08 million, which represents acquisition of non-controlling interests in TVS Supply Chain Solutions Pte. Ltd. (formerly known as TVS-Asianics Supply Chain Solutions Pte. Limited), Fit 3PL Warehousing Private Limited, Rico Logistics Limited (UK), TVS SCS Global Freight Solutions Limited (formerly known as TVS Dynamic Global Freight Services Limited) and FLEXOL Packaging (India) Limited, acquisition of subsidiaries, net of cash and cash equivalents of 1,382.01 million primarily on account of Fit 3PL Warehousing Private Limited and payment for property, plant and equipment and other intangible assets of 1,164.94 million, which was marginally offset by proceeds from sale of property, plant and equipment and other intangible assets of 159.49 million and interest income received of 104.06 million.

Net cash flows from investing activities was 633.77 million in Fiscal 2021, which primarily consisted of redemption of bank deposits having an original maturity of more than three months of 2,313.52 million, significantly offset by payment for property, plant and equipment and other intangible assets of 1,165.19 million, payment for consideration payable and deferred consideration of 500.94 million, includes payments towards the acquisition of shares in SPC International Limited and TVS SCS International Freight (Spain) SLU (formerly known as Nadal Forwarding S.L) and acquisition of non-controlling interests of 147.59 million, in TVS SCS Singapore Pte. Ltd (formerly known as Pan Asia Logistics Singapore Pte. Ltd), TVS SCS Global Freight Solutions Ltd. (formerly known as TVS Dynamic Global Freight Services Limited) and FLEXOL Packaging (India) Limited.

Financing Activities

Net cash flows used in financing activities was 3,767.51 million in Fiscal 2023, which primarily consisted of payment of principal and interest payments of lease liability of 4,526.31 million, repayment of long term borrowings of 2,450.31 million and interest paid of 1,005.00 million, offset by proceeds from issue of compulsorily convertible preference shares of 2,923.00 million in relation to the Series D Compulsory

Convertible Preference Shares and Series E Compulsory Convertible Preference Shares, proceeds from short term borrowings, net of 781.45 million and proceeds from long-term borrowings of 500.00 million.

Net cash flows from financing activities was 2,173.63 million in Fiscal 2022, which primarily consisted of proceeds from issue of equity share capital of 4,566.19 million, proceeds from short term borrowings, net of

2,411.13 million and proceeds from long-term borrowings of 257.82 million, significantly offset by payment of principal and interest payments of lease liability of 3,947.76 million, repayment of long term borrowings of 505.62 million and interest paid of 608.20 million.

Net cash flows used in financing activities was 11,672.53 million in Fiscal 2021, which primarily consisted of repayment of short term borrowings, net of 6,438.21 million, payment of principal and interest payments of lease liability of 3,658.27 million, interest paid of 903.76 million and repayment of long term borrowings of 610.11 million.

Discussion of certain balance sheet items

Goodwill increased by 27.87% from 4,590.44 million as of March 31, 2021 to 5,869.98 million as of March 31, 2022, primarily due to the acquisition of FIT 3PL Warehousing Private Limited. Goodwill increased by 3.64% from 5,869.98 million as of March 31, 2022 to 6,084.22 million as of March 31, 2023 primarily due to exchange differences on translation of foreign operations of 214.24 million.

Right-of-use asset marginally increased by 0.86% from 9,542.73 million as of March 31, 2021 to 9,624.90 million as of March 31, 2022 primarily due to new long-term leases (typically warehouses, office premises and material handling equipment) resulting in additions to right-of-use asset of 3,851.18 million, which was offset by reversals amounting to 558.54 million on account of termination/ closure of similar long-term leases resulting in deletion to right-of-use asset, depreciation of right-of-use asset of 3,191.68 million and exchange differences on translation of foreign operations of 18.79 million. Right-of-use asset increased by 15.70% from 9,624.90 million as of March 31, 2022 to 11,136.31 million as of March 31, 2023 primarily due to new long term leases (primarily warehouses, office premises and material handling equipment) resulting in additions to right-of-use asset of 5,295.19 million and exchange differences on translation of foreign operations of 243.72 million, which was offset by reversals amounting to 231.68 million on account of termination/ closure of similar long term leases resulting in deletion to right-of-use asset, depreciation of right-of-use asset of 3,795.82 million.

Inventories increased by 28.12% from 2,276.55 million as of March 31, 2021 to 2,916.80 million as of March

31, 2022 in the ordinary course of business and in relation to growth in revenue from sale of products. Inventories increased by 18.30% from 2,916.80 million as of March 31, 2022 to 3,450.59 million as of March 31, 2023 in the ordinary course of business and change in mix of business.

Net trade receivables increased by 12.58% from 11,666.55 million as of March 31, 2021 to 13,133.65 million as of March 31, 2022 in line with the growth of business. Net trade receivables decreased by 6.02% from 13,133.65 million as of March 31, 2022 to 12,342.53 million as of March 31, 2023 in the ordinary course of business on account of increased collection of amounts due from customers.

Assets classified as held for disposal and reserves of a disposal group held for sale consist of a disposal group, the

Companys erstwhile wholly owned subsidiary, Drive India Enterprise Solutions Limited, for which during Fiscal

2022, the Company entered in to a share purchase agreement dated September 29, 2021 with the buyer for disposal of investments in Drive India Enterprise Solutions Limited for a consideration of 10.00 million. The Group recorded a loss on disposal of discontinued operations amounting to 154.55 million as an exceptional item pursuant to the sale of Drive India Enterprise Solutions Limited in Fiscal 2022.

Lease liability (current and non-current) marginally increased by 0.34% from 11,861.91 million as of March 31, 2021 to 11,902.76 million as of March 31, 2022 primarily due to additions to lease liability of 3,837.32 million, accretion of interest of 803.98 million which was offset by payments of lease liability of 3,947.55 million, reversal of lease liability of 615.88 million and exchange differences on translation of foreign operations of 37.02 million. Lease liability (current and non-current) increased by 12.10% from 11,902.76 million as of March 31, 2022 to 13,343.71 million as of March 31, 2023 primarily due to additions to lease liability of

5,201.61 million, accretion of interest of 838.03 million and exchange differences on translation of foreign operations of 195.99 million, offset by payments of lease liability of 4,526.31 million and reversal of lease liability of 268.37 million.

Total borrowings, comprising current and non-current balances, increased by 13.95% from 15,479.23 million as of March 31, 2021 to 17,637.82 million as of March 31, 2022 primarily due to net increase in secured revolving credit facility of 1,413.23 million, unsecured bill discounting of 424.12 million, unsecured loans repayable on demand of 421.85 million, secured loans repayable on demand of 100.00 million and partial offset by decrease in secured term loan from banks of 173.08 million, secured cash credit facilities from banks of 18.12 million, other short term loans of 9.32 million and secured term loan from financial institutions of 0.09 million. Total borrowings, comprising current and non-current balances increased by 12.80% from 17,637.82 million as of

March 31, 2022 to 19,896.16 million as of March 31, 2023 primarily due to increase in unsecured loans repayable on demand of 475.89 million, increase in secured loans repayable on demand of 650.00 million, compulsorily convertible preference shares of 2,923.00 million and secured revolving credit of 330.98 million partially offset by a net decrease in secured cash credit facilities from banks of 0.08 million, secured term loan from banks of

1,576.41 million, unsecured bill discounting of 509.57 million, and in other short term loans of 35.38 million.

Trade payables increased by 25.92% from 11,540.16 million as of March 31, 2021 to 14,531.41 million as of

March 31, 2022 in line with growth of business and revenue from operations. However, as a percentage of revenue from operations, trade payables decreased from 16.64% in Fiscal 2021 to 15.71% in Fiscal 2022. Trade payables decreased by 1.78% from 14,531.41 million as of March 31, 2022 to 14,273.25 million as of March 31, 2023 in the ordinary course of business. As a percentage of revenue from operations, trade payables decreased from 15.71% in Fiscal 2022 to 13.95% in Fiscal 2023.

Other financial liabilities decreased by 26.87% from 1,421.13 million as of March 31, 2021 to 1,039.29 million as of March 31, 2022 primarily due to decrease in deferred consideration by 98.66 million, decrease in amount due to employees by 105.42 million and decrease in capital creditors by 74.04 million. Other financial liabilities increased by 152.17% from 1,039.29 million as of March 31, 2022 to 2,620.76 million as of March 31, 2023 primarily due to increase in deferred consideration by 508.38 million, increase in amount due to employees by 115.25 million and increase in payable to factor by 947.81 million.

Capital Expenditures

Our capital expenditures in: (i) ISCS segment is primarily for customers in warehousing and material handling segments of the business; and (ii) NS segment is primarily for intangible assets such as computer software and others. In Fiscals 2021, 2022 and 2023, our additions to property, plant and equipment (including other intangible assets, capital work in progress and capital advances) was 980.70 million, 1,084.06 million and 1,476.37 million, respectively. The following table sets forth our capital expenditures for the years indicated:

	Fiscal 2021	Fiscal 2022	Fiscal 2023
Particulars
		( million)
Property, plant and equipment	702.41	870.65	970.11
Intangible assets	249.69	249.71	224.44
Capital work in progress/Intangible assets under development	75.33	(40.74)	237.80
Capital advances	(46.73)	4.44	44.02
Total	980.70	1,084.06	1,476.37

Indebtedness

As of March 31, 2023, we had total borrowings of 19,896.16 million. The following table sets forth certain information relating to our outstanding indebtedness as of March 31, 2023:

	As of March 31, 2023
	( million)
Non-Current Borrowings
Secured term loans from banks	4,985.95
Total Non-Current Borrowings (A)	4,985.95

Current Borrowings
Cash credit from banks Secured	0.09
Compulsorily convertible preference shares unsecured	2,923.00
Revolving credit facility Secured	4,661.80
Loans repayable on demand Unsecured	3,295.80
Loans repayable on demand Secured	750.00
Redeemable preference shares Unsecured	89.16
Other short term loans Secured	1.42
Current portion of long term borrowings - Secured term loans from banks	3,188.94
Total Current Borrowings (B)	14,910.21

Total borrowings (C) = (A)+(B)	19,896.16

Some of our financing agreements also include conditions and covenants that require us to obtain lender consents prior to carrying out certain activities and entering into certain transactions. For further information on our agreements governing our outstanding indebtedness, see "Financial Indebtedness" on page 562.

Contractual Obligations

The table below sets forth our contractual obligations with definitive payment terms as of March 31, 2023. These obligations primarily relate to our borrowings and trade payables.

		As at March 31, 2023
	Amount	Less than 1 year	1 to 5 years	More than 5 years
		( million)
Trade payables	14,273.25	14,273.25	-	-
Borrowings	19,896.16	14,910.21	4,985.95	-
Leases*	15,186.18	4,536.17	7,902.91	2,747.1
Other financial liabilities	2,723.78	2,723.78	-	-
Total	52,079.37	36,443.41	12,888.86	2,747.1

Capital Commitments, Contingent Liabilities and Other Matters

Capital Commitments

The following table below sets forth the capital commitments as of March 31, 2023:

	As at March 31, 2023
	( million)
Estimated amount of contracts remaining to be executed on capital account (net of capital	135.53
advances) and not provided for

Contingent Liabilities

The following table and notes below sets forth the principal components of our contingent liabilities as per Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets, as of March 31, 2023:

	As at March 31, 2023
Contingent liabilities:	( million)
Employee related matters^#	218.36
Income tax matters	137.00
Bank guarantees issued	15.09
Service tax related matters	62.28
Sales tax related matters	15.80
GST related matters	66.90
Claims not acknowledged as debt*	48.24

Notes:

From time to time, the Group 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 Group.

# The Company has challenged the demand orders from Provident Fund authorities amounting to 218.36 million 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 Honble 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 dated September 13, 2019 from Honourable High Court of Madras pending disposal of the Companys petition. Based on legal advice obtained, the Company is of the view that no provision is required for the dispute in the financials as at March 31, 2023, March 31,

2022 and March 31, 2021. During Fiscal 2023, the Company has paid a deposit of 36 million against this case.

* Claims against TVS Industrial & Logistics Park Pvt. Limited (formerly known as TVS Infrastructure Pvt Ltd) not acknowledged as debts:

(i) Maharashtra Industrial Development Corporation ("MIDC") has served a notice of claim dated November 6, 2006 as development charges of 9.41 million ("Claim") against 6 hectares and 12 Ares of land belonging to the said entity ("Land"). The said entity has contested the Claim as the Land does not fall within the purview of MIDC and the said entity has filed a Suit viz. Regular Civil Suit No.26/2007 before the Civil Judge, Junior Division, Khed, at Khed, in Pune against MIDC. The Honble Court by and Order dated October 17, 2007 has granted a stay against the Claim. Thereafter in the year 2010, the said entity has received a letter dated July 6, 2010 from MIDC increasing the Claim amount to 11.74 million. The said entity has filed appropriate reply to the said letter.

(ii) The assessment proceedings for Assessment Year ("AY") 2014-15 was completed by the Assessing Officer ("AO") under section 143(3) of the Income-Tax Act, 1961 and through such assessment order the final demand of 36.85million was raised by AO. The said entity challenged the said assessment order before CIT(A), Mumbai. CIT(A) dismissed the appeal of the entity with slight relief and after giving effect of CIT(A) order dated February 28, 2018, demand was reduced to 32.72million by AO vide order giving effect dated October 24, 2018. The said demand was further reduced to 26.47million by AO after considering the rectification application of the entity. Thereafter, the amount of 2.11million as interest on the outstanding tax demand was adjusted from the refund due to the said entity. Also, the Company paid

10.10 million under protest after which demand reduced to 16.31million. The balance outstanding demand thereafter was adjusted under section 245 by AO against refund of AY 2017-18, AY 2018-19 and AY 2019-20 of 1.33 million, 7.25 million and 7.73 million, respectively. Currently, as on the balance sheet date, no tax demand is outstanding. Further, against the order of CIT(A), the Company had preferred an appeal before the Income-Tax Tribunal ("ITAT"), Mumbai which was dismissed by ITAT. However, while dismissing the appeal ITAT did not adjudicate one of the grounds of the appeal raised by the said entity. Therefore, the said entity again filed the miscellaneous application with ITAT for adjudication of the said ground. Parallelly, the entity had also filed an appeal before the Bombay High Court against the said ITAT order and the proceeding is still pending before the said court. Also, in response to the said entitys miscellaneous application filed before ITAT, the matter was heard by ITAT and the final order was passed wherein the matter was remanded back to AO.

Other Matters

(i) Our Companys erstwhile wholly owned subsidiary, Drive India Enterprise Solutions Limited

(discontinued operations) had value added tax and service tax matters outstanding with authorities at various levels in the respective years (March 31, 2021: 1,276.19 million). Majority of these amounts were covered under the specific and general indemnity under the share purchase agreement dated May 22, 2015 with the erstwhile shareholders ("Original SPA"). During the year ended March 31, 2022, our Company entered in to share purchase agreement dated September 29, 2021 ("New SPA") with the buyer for disposal of investments in Drive India Enterprise Solutions Limited for a consideration of 10 million. Our

Company entered in to a novation agreement with the erstwhile shareholders and the buyer for the transfer of indemnities provided in Original SPA. As per the New SPA, the Companys maximum indemnity to the buyer is restricted to 350 million including any losses suffered by the buyer under the "Original SPA which the erstwhile shareholders fail to indemnify.

(ii) Disputes with minority shareholders

(a) Arbitration with erstwhile Chief Executive officer and minority shareholder of TVS Supply Chain Solutions Pte. Ltd. (Formerly known as TVS-Asianics Supply Chain Solutions Limited)

TVS Supply Chain Solutions Pte. Ltd. ("TVS GFS") and our Company were part of the arbitration with Singapore International Arbitration Centre ("SIAC") with a former CEO of TVS GFS, James

Herbert Mcadam III (who was is also a minority shareholder in TVS GFS, holding 2,477,523 shares) in relation to amounts payable and benefits due under the then employment contract and also in relation to shares held by him in TVS GFS. The Company had terminated his services for cause in 2019 and accrued for appropriate costs until the date of termination. On September 17, 2021, SIAC issued the partial award followed by final award on January 17, 2022. Under the terms of the award, SIAC held the termination as incorrect as a consequence of which the former CEO was entitled to compensation relating to wrongful termination (including legal costs) aggregating 182.52 million and also directed that minority shareholder sell the shares held by him in TVS GFS to the Company for a total consideration of 827.79 million. Pursuant to such final award, out of the shares held by James Herbert Mcadam III, 1,786,024 have been transferred to TVS Logistics Investment UK Limited, a nominee and Subsidiary of our Company in February 2022. The balance 691,499 shares have been cancelled in compliance with the final award.

The Group has recorded the cost of termination and legal costs as exceptional items in the profit and loss account. The Group has de-recognised the non-controlling interests of negative 162.60 million as at date of partial award. The difference between the consideration and the non-controlling interests derecognised, amounting to 990.40 million has been debited to the Other Equity. Our Company had apportioned the profit/ OCI to the non-controlling interests for the period from April 1, 2021 to September 17, 2021 (date of partial award).

(b) TVS Supply Chain Solutions Australia Holdings Pty. Ltd

TVS GFS Group is part of an ongoing litigation with the erstwhile shareholders of the Transtar group with respect to amounts payable for the acquisition of the balance minority shareholding (45%) computed as per the terms of the share purchase agreement (second completion amounts). The Company believes that the amounts paid together with the liability accrued in the books fairly represents the amounts payable to the erstwhile shareholders under the terms of the shareholders agreement and no further material adjustments to these amounts would be required. The dispute is pending with the Supreme Court of Victoria.

For further details and current status of this matter, see "Outstanding Litigation and Material

Developments - Litigation involving our Subsidiaries - Litigation against our Subsidiaries - Other material pending proceedings" on page 572.

(iii) TVS Supply Chain Solutions North America Inc

TVS Supply Chain Solutions NA, is part of an ongoing litigation with a few employees of the Company. The Group believes that the liability accrued in the books fairly represents the amounts payable, if any, to these employees and believes no further adjustments are considered necessary to the financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current or future material effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Related Party Transactions

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include income from logistic services, purchase of spares, fuel, freight, packing and forwarding expenses and rent. Further, the percentage of the arithmetic aggregated absolute total of related party transactions (post intercompany eliminations) to our revenue from operations for Fiscals 2021, 2022 and 2023, was 5.19%, 5.22% and 2.10%, respectively. For further information relating to our related party transactions, see "Related Party Transactions" on page 502.

Non-GAAP Measures

In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures are useful to investors in evaluating our operating performance and liquidity. We use the following Non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Non-GAAP financial information, when taken collectively with financial measures prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with Ind AS. Non-GAAP financial information may be different from similarly-titled Non-GAAP measures used by other companies. Non-GAAP financial measures are not required by, or presented in accordance with, IndAS, Indian GAAP, IFRS or US GAAP. Our Non-GAAP financial measures are not a measurement of financial performance or liquidity under these accounting standards and should not be construed in isolation or construed as an alternative to cash flows, restated loss for the period or any other measures of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated from our operating, investing or financing activities, derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. The principal limitation of these Non-GAAP financial measures is that they exclude significant expenses and income that are required by IndAS to be recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these Non-GAAP financial measures. A reconciliation is provided below for each Non-GAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS. Investors are encouraged to review the related Ind AS financial measures and the reconciliation of Non-GAAP financial measures to their most directly comparable Ind AS financial measures included below and to not rely on any single financial measure to evaluate our business.

Reconciliation of Restated Profit/(loss) for the year from continuing operations to EBITDA

Particulars	Fiscal 2021	Fiscal 2022	Fiscal 2023
	( million)
EBITDA
Restated profit / (loss) for the year from continuing operations (A)	(739.04)	(448.79)	417.61
Total tax expenses (B)	(425.24)	584.26	(17.01)
Finance costs (C)	1,755.98	1,549.49	1,903.42
Depreciation and amortisation expense (D)	4,432.82	4,610.49	5,236.55
Exceptional items gain/ (loss) (E)	482.73	(350.96)	(100.00)
Share of profit from investments accounted for using	13.96	19.27	47.76
the equity method (net of income tax) (F)
Other income (G)	660.93	501.50	756.30
EBITDA (H=A+B+C+D-E-F-G)	3,866.90	6,125.64	6,836.51

EBITDA is calculated as the sum of restated profit/ (loss) for the year from continuing operations, total tax expenses, finance costs, depreciation and amortisation expense reduced/ added by exceptional items, share of profit from investments accounted for using the equity method (net of income tax) and other income.

Reconciliation of Restated Profit/(loss) for the year from continuing operations to EBITDA Margin

Particulars	Fiscal 2021	Fiscal 2022	Fiscal 2023
	( million, except for percentages)
EBITDA Margin
Restated profit / (loss) for the year from continuing operations (A)	(739.04)	(448.79)	417.61
Total tax expenses (B)	(425.24)	584.26	(17.01)
Finance costs (C)	1,755.98	1,549.49	1,903.42
Depreciation and amortisation expense (D)	4,432.82	4,610.49	5,236.55
Exceptional items gain/ (loss) (E)	482.73	(350.96)	(100.00)
Share of profit from investments accounted for using the equity method (net of income tax) (F)	13.96	19.27	47.76
Other income (G)	660.93	501.50	756.30
EBITDA (H=A+B+C+D-E-F-G)	3,866.90	6,125.64	6,836.51
Revenue from operations (I)	69,335.98	92,497.86	102,353.80
EBITDA Margin (J=H/I)	5.58%	6.62%	6.68%
EBITDA Margin is calculated by dividing EBITDA by revenue from operations.

Reconciliation of Restated Profit/(loss) for the year from continuing operations to Adjusted EBITDA

Particulars	Fiscal 2021	Fiscal 2022	Fiscal 2023
	( million, except for percentages)
Adjusted EBITDA
Restated profit / (loss) for the year from continuing operations (A)	(739.04)	(448.79)	417.61
Total tax expenses (B)	(425.24)	584.26	(17.01)
Finance costs (C)	1,755.98	1,549.49	1,903.42
Depreciation and amortisation expense (D)	4,432.82	4,610.49	5,236.55
Exceptional items gain/ (loss) (E)	482.73	(350.96)	(100.00)
Share of profit from investments accounted for using the equity method (net of income tax) (F)	13.96	19.27	47.76
Other income (G)	660.93	501.50	756.30
EBITDA (H=A+B+C+D-E-F-G)	3,866.90	6,125.64	6,836.51
Share based payments (I)	233.39	279.52	219.55
Loss on foreign currency transactions and translations (J)	323.09	265.77	9.94
Adjusted EBITDA (K=H+I+J)	4,423.38	6,670.93	7,066.00
Adjusted EBITDA is calculated as the sum of EBITDA, share based payments and loss on foreign currency transactions and translations.

Reconciliation of Restated profit/(loss) for the year from continuing operations to Adjusted EBITDA Margin

Particulars	Fiscal 2021	Fiscal 2022	Fiscal 2023
	( million, except for percentages)
Adjusted EBITDA
Restated profit / (loss) for the year from continuing operations (A)	(739.04)	(448.79)	417.61
Total tax expenses (B)	(425.24)	584.26	(17.01)
Finance costs (C)	1,755.98	1,549.49	1,903.42
Depreciation and amortisation expense (D)	4,432.82	4,610.49	5,236.55
Exceptional items gain/ (loss) (E)	482.73	(350.96)	(100.00)
Share of profit from investments accounted for using the equity method (net of income tax) (F)	13.96	19.27	47.76
Other income (G)	660.93	501.50	756.30
EBITDA (H=A+B+C+D-E-F-G)	3,866.90	6,125.64	6,836.51
Revenue from operations (I)	69,335.98	92,497.86	102,353.80
EBITDA Margin (J=H/I)	5.58%	6.62%	6.68%
Share based payments (K)	233.39	279.52	219.55
Loss on foreign currency transactions and translations (L)	323.09	265.77	9.94
Adjusted EBITDA (M=H+K+L)	4,423.38	6,670.93	7,066.00
Adjusted EBITDA Margin (N=M/I)	6.38%	7.21%	6.90%

Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue from operations.

Reconciliation for Net Asset Value per Equity Share

Particulars	Fiscal 2021	Fiscal 2022	Fiscal 2023
	(in million unless otherwise stated)
Net asset value per Equity share
Equity attributable to owners of the Company (A)	4,906.89	7,140.00	7,235.52
Weighted average number of equity shares outstanding during the	329.43	340.63	382.98
year (B)
Net asset value per Equity share (C = A/B)	14.90	20.96	18.89

Net Asset Value per share is calculated by dividing equity attributable to owners of the Company by weighted average number of equity shares outstanding during the year.

Reconciliation for Return on Net worth

Particulars	Fiscal 2021	Fiscal 2022	Fiscal 2023
	( million, except for percentages)
Return on Net worth (%)
Equity attributable to owners of the Company (A)	4,906.89	7,140.00	7,235.52
Restated profit / (loss) attributable to Owners of the Company (B)	(743.41)	(491.02)	398.07
Return on Net worth (%) (C=B/A)	(15.15)%	(6.88)%	5.50%

Return on Net Worth (%) is calculated by dividing restated profit / (loss) attributable to owners of the Company by equity attributable to owners of the Company.

Reconciliation for Net worth

	Fiscal 2021	Fiscal 2022	Fiscal 2023
Particulars
	( million)
Net worth
Share capital (A)	317.62	362.96	364.26
Other equity (B)	4,398.74	6,777.04	6,871.26
Reserves of a disposal group held for sale (C)	190.53	-	-
Net worth (D =A+B+C)	4,906.89	7,140.00	7,235.52

Net worth is calculated as the sum of share capital, other equity and reserves of a disposal group held for sale.

Reconciliation of Restated profit / (loss) before exceptional items, share of profit / (loss) of equity accounted investees and income tax from continuing operations to EBIT

	Fiscal 2021	Fiscal 2022	Fiscal 2023
Particulars
	( million)
EBIT
Restated profit / (loss) before exceptional items, share of profit	(1,660.97)	467.16	452.84
/ (loss) of equity accounted investees and income tax from
continuing operations (A)
Finance Costs (B)	1,755.98	1,549.49	1,903.42
Interest on lease liabilities (C)	784.40	803.98	838.03
EBIT (D) = A+B-C	(689.39)	1,212.67	1,518.23

EBIT is calculated as the sum of restated profit / (loss) before exceptional items, share of profit / (loss) of equity accounted investees and income tax from continuing operations and finance costs less interest on lease liabilities.

Reconciliation for Capital Employed

	Fiscal 2021	Fiscal 2022	Fiscal 2023
Particulars
	( million)
Capital Employed
Total Equity (A)	5,306.58	7,539.15	7,600.12
Goodwill (B)	4,590.44	5,869.98	6,084.22
Other intangible assets (C)	2,288.25	2,648.54	2,481.17
Borrowings - Non-current (D)	9,408.39	7,354.79	4,985.95
Borrowings - Current (E)	6,070.84	10,283.03	14,910.21
Total Borrowings (F= D+E)*	15,479.23	17,637.82	19,896.16
Deferred Tax Liabilities (G)	1,217.39	1,579.43	935.34
Capital Employed (H = A-B-C+F+G)	15,124.51	18,237.88	19,866.23

assets.

* Total Borrowings is the sum of non-current borrowings and current borrowings.

Reconciliation for Return on Capital Employed

Particulars	Fiscal 2021	Fiscal 2022	Fiscal 2023
	( million, except for percentages)
Return on Capital Employed
Restated profit / (loss) before exceptional items, share of	(1,660.97)	467.16	452.84
profit / (loss) of equity accounted investees and income tax
from continuing operations (A)
Finance Costs (B)	1,755.98	1,549.49	1,903.42
Interest on lease liabilities (C)	784.40	803.98	838.03
EBIT (D = A+B-C)	(689.39)	1,212.67	1,518.23
Total Equity (E)	5,306.58	7,539.15	7,600.12
Goodwill (F)	4,590.44	5,869.98	6,084.22
Other intangible assets (G)	2,288.25	2,648.54	2,481.17
Borrowings - Non-current (H)	9,408.39	7,354.79	4,985.95
Borrowings - Current (I)	6,070.84	10,283.03	14,910.21
Total Borrowings (J= H+I)*	15,479.23	17,637.82	19,896.16
Deferred tax liabilities (K)	1,217.39	1,579.43	935.34
Capital Employed (L = E-F-G+J+K)	15,124.51	18,237.88	19,866.23
Return on Capital Employed (M= D/L)	(4.56)%	6.65%	7.64%

Return on Capital Employed is calculated by dividing EBIT by Capital Employed. * Total Borrowings is the sum of non-current borrowings and current borrowings.

Reconciliation for Materials and Related Costs

Particulars	Fiscal 2021	Fiscal 2022	Fiscal 2023
	( million)
Material and Related Costs
Cost of materials consumed (A)	245.94	117.54	114.26
Purchase of stock-in-trade (B)	9,522.61	12,236.47	14,123.23
Changes in inventory of stock-in-trade (C)	(436.35)	(644.80)	(403.39)
Material and Related Costs (D = A+B+C)	9,332.20	11,709.21	13,834.10

Material and Related Costs is calculated as the sum of cost of materials consumed, purchase of stock-in-trade and changes in inventory of stock-in-trade.

Reconciliation for Materials and Related Costs to Revenue from Operations

Particulars	Fiscal 2021	Fiscal 2022	Fiscal 2023
	( million)
Material and Related Costs
Cost of materials consumed (A)	245.94	117.54	114.26
Purchase of stock-in-trade (B)	9,522.61	12,236.47	14,123.23
Changes in inventory of stock-in-trade (C)	(436.35)	(644.80)	(403.39)
Material and Related Costs (D = A+B+C)	9,332.20	11,709.21	13,834.10
Revenue from Operations (E)	69,335.98	92,497.86	102,353.80
Material and Related Costs to Revenue from	13.46%	12.66%	13.52%
Operations (F = D/E)

Material and related costs to revenue from operations is calculated by dividing material and related costs by revenue from operations.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to the following risks arising from financial instruments: (i) credit risk; (ii) liquidity risk; and (iii) market risk.

Our Board of Directors has the overall responsibility for the establishment and oversight of our risk management framework. Our Board of Directors along with the top management are responsible for developing and monitoring our risk management policies.

Our risk management policies are established to identify and analyse the risks faced by us, 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 our activities. We, through our training and management standards and procedures, aim to maintain a disciplined and constructive control environment in which all our employees understand their roles and obligations.

Credit risk

Credit risk is the risk of financial loss to us if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from our receivables from customers; loans and investments.

Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which we grant credit terms in the normal course of business. We establish an allowance for doubtful debts and impairment that represents its estimate of expected losses in respect of our trade receivables, certain loans and advances and other financial assets.

Trade and other receivables

Our 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 us 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 us and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.

We determine 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. We establish an allowance for impairment that represents its estimate of expected losses in respect of trade receivables.

Liquidity risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, as far as possible, that we will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation.

Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates will affect our income or the value of our 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

We are exposed to currency risk to the extent that there is a mismatch between the currencies in which revenues, payables, receivables, etc. are denominated in a currency other than the respective functional currency of each of our entities. We do not hedge our foreign currency risk in general except in case of certain payables and receivables denominated in foreign currency which are hedged through the use of foreign currency swaps and forwards.

Interest rate risk

Interest rate risk refers to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. We typically have two types of variable rate instrument: (i) cash credit facility being used for cash management purposes; and (ii) certain working capital demand loans.

Hedging activities and derivatives

We are exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments are foreign currency risk and interest rate risk.

Unusual or Infrequent Events or Transactions

Except as described in this Red Herring Prospectus, there have been no other events or transactions that, to our knowledge, may be described as "unusual" or "infrequent".

Known Trends or Uncertainties

Our business has been subject, and we expect it to continue to be subject, to significant economic changes. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on income from our continuing operations. For more information regarding trends and uncertainties, please see " Significant Factors Affecting Our Financial Condition and Results of Operations" on page 509 and "Risk Factors" on page 39.

New Products or Business Segments

Except as disclosed in this Red Herring Prospectus, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition.

Segment Reporting

We are primarily involved in providing the entire basket of supply chain solutions and have two operating segments (identified on the operating business basis): (i) integrated supply chain solutions (ISCS); and (ii) network solutions (NS).

Future Relationship between Cost and Income

Except as disclosed in this Red Herring Prospectus, including disclosure regarding the impact of COVID-19 on our operations, there are no known factors that will have a material adverse impact on our operations and finances. For more information, see "Risk Factors", "Our Business" and "Managements Discussion and Analysis of

Financial Position and Results of Operations" on pages 39, 221 and 504, respectively.

Seasonality of Business

Given the global nature of our operations, seasonal trends or country specific holidays along with seasonal nature of some of our customers businesses could results in our quarterly financial results to fluctuate. For further information, see "Risk Factors We experience the effects of seasonality, which may result in our operating results fluctuating significantly" on page 63.

Significant Dependence on a Single or Few Customers or Suppliers

Revenues from any particular customer may vary between financial reporting periods depending on the demand for our services. We do not have any customer that individually contributed to more than 10% of the revenues in Fiscals 2021, 2022 and 2023.

In Fiscals 2021, 2022 and 2023, revenue generated from our top 10 customers amounted to 18,975.01 million, 22,892.25 million and 28,343.88 million, respectively, accounting for 27.37%, 24.75% and 27.69%, respectively, of our revenue from operations in the same years. For further information, see "Risk Factors We typically enter into long-term agreements with customers and if our key customers do not renew their agreements with us, or expand the scope of services, we provide to them, our business, financial condition, results of operations and cash flows could be adversely impacted." on page 49.

Significant Economic Changes that Materially Affect or are likely to affect income from continuing operations

Our business has been subject, and we expect it to continue to be subject, to significant economic changes, including on account of the COVID-19 pandemic, that materially affect or are likely to affect income from continuing operations. See "Risk Factors" and "- Significant Factors Affecting Our Financial Condition and Results of Operations."

Competitive Conditions

We expect competition in our industry from existing and potential competitors to intensify. See "Risk Factors",

"Industry Overview", and "Our Business" and on pages 39, 180 and 221, respectively, for further details on competitive conditions that we face across our various operating segments.

Significant Developments after March 31, 2023 that may affect our future Results of Operations

A new subsidiary, TVS SCS Phillipines Corporation, was incorporated on June 22, 2023.

On July 3, 2023, 4,166,666 Series E Compulsorily Convertible Preference Shares ("Series E CCPS") were allotted.

On July 27, 2023, 3,153,220 Series D Compulsorily Convertible Preference Shares ("Series D CCPS") of 100 each were converted into 7,000,881 equity shares of 1 each.

On July 27, 2023, 3,153,220 Series E Compulsorily Convertible Preference Shares Series E CCPS of 100 each were converted into 7,000,881 equity shares of 1 each.

On July 27, 2023, 4,010,695 Equity shares of 1 each were issued at a premium of 186 each to a party, amounting to approximately 7,500.00 million.

On July 27, 2023, 60 employees exercised 5,809,820 options vested under MIP I, at an exercise price of 95.00 each, amounting to 551.93 million.

Except as disclosed above and elsewhere in this Red Herring Prospectus, no circumstances have arisen since the date of the last financial statements as disclosed in this Red Herring Prospectus which materially or adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months.

Summary of Significant Accounting Policies

A. Basis of consolidation

(i) Business combinations

Business combinations (other than common control business combinations)

In accordance with Ind AS 103, the Group accounts for these business combinations using the acquisition method when control is transferred to the Group. The consideration transferred for the business combination is generally measured at fair value as at the date the control is acquired (acquisition date), as are the net identifiable assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in OCI and accumulated in equity as capital reserve if there exists clear evidence of the underlying reasons for classifying the business combination as resulting in a bargain purchase; otherwise the gain is recognised directly in equity as capital reserve. Acquisition related costs are expensed as incurred.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships with the acquiree. Such amounts are recognised in profit or loss.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured subsequently and settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date and changes in the fair value of the contingent consideration are recognised in profit or loss.

If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquirees employees (acquirees awards), then all or a portion of the amount of the acquirers replacement awards is included in measuring the consideration transferred in the business combination. The determination of the amount to be included in consideration transferred is based on the market-based measure of the replacement awards compared with the market-based measure of the acquirees awards and the extent to which the replacement awards relate to pre-combination service.

If a business combination is achieved in stages, any previously held equity interest in the acquiree is remeasured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate.

Common control business combinations

Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose comparatives are revised. The assets and liabilities acquired are recognised at their carrying amounts.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

(iii) Non-controlling interests (NCI)

An entity has a choice on a combination-by-combination basis to measure any NCI that represents present ownership interest in the acquiree at either fair value or the proportionate share of the acquirees net identifiable assets.

Changes in the Groups equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

(iv) Loss of control

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

Derecognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at the date when control is lost;

Derecognises the carrying amount of any non-controlling interests;

Derecognises the cumulative translation differences recorded in equity;

Recognises the fair value of the consideration received;

Recognises the fair value of any investment retained;

Recognises any surplus or deficit in profit or loss;

Recognise that distribution of shares of subsidiary to Group in Groups capacity as owners;

Reclassifies the parents share of components previously recognised in OCI to profit or loss or transferred directly to retained earnings, if required by other Ind ASs as would be required if the Group had directly disposed of the related assets or liabilities.

(v) Equity accounted investees

The Groups interests in equity accounted investees comprise interests in associates and joint ventures.

When the Group has with other parties joint control of the arrangement and rights to the net assets of the joint arrangement, it recognises its interest as joint ventures. Joint control exists when the decisions about the relevant activities require unanimous consent of the parties sharing the control. When the Group has significant influence over the other entity, it recognises such interests as associates. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control over the entity. The results, assets and liabilities of joint ventures and associates are incorporated in the consolidated financial statements using equity method of accounting after making necessary adjustments to achieve uniformity in application of accounting policies, wherever applicable.

An investment in joint venture or associate is initially recognised at cost and adjusted thereafter to recognise the Groups share of profit or loss and other comprehensive income of the joint venture or associate. Gain or loss in respect of changes in other equity of joint ventures or associates resulting in divestment or dilution of stake in the joint ventures and associates is recognised in the statement of profit and loss. On acquisition of investment in a joint venture or associate, any excess of cost of investment over the fair value of the assets and liabilities of the joint venture and associate, is recognised as goodwill and is included in the carrying value of the investment in the joint venture and associate. The excess of fair value of assets and liabilities over the investment is recognised directly in equity as capital reserve. The unrealised profits/losses on transactions with joint ventures and associates are eliminated by reducing the carrying amount of investment. The carrying amount of investment in joint ventures and associates is reduced to recognise impairment, if any, when there is evidence of impairment.

When the Groups share of losses of a joint venture or an associate exceeds the Groups interest in that joint venture or associate (which includes any long term interests that, in substance, form part of the

Groups net investment in the joint venture or associate), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture or associate.

(vi) Obtaining control over existing investment

The difference between the fair value of the initial interest as the date of obtaining control and its book value has been recognised in the statement of profit and loss.

(vii) Consolidation procedure

a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the historical audited financial statements at the acquisition date.

b) Offset (eliminate) the carrying amount of the parents investment in each subsidiary and the parents portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill.

c) Eliminate in full intra group assets and liabilities, equity, income, expenses and cashflows relating to transactions between entities of the group (profits or losses resulting from intra group transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full). Intragroup losses may indicate an impairment that requires recognition in the historical audited financial statements.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Groups accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

(viii) Uniform accounting policies

Historical audited financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group members financial statements in preparing the historical audited financial statements to ensure conformity with the Groups accounting policies.

The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent company.

B. Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are initially recorded at the respective functional currencies of the Group companies 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. Exchange differences arising on settlement or translation of monetary items are recognized in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in other comprehensive income or profit or loss, respectively).

(ii) Foreign operations

The assets and liabilities of foreign operations (subsidiaries, associates, joint arrangements) including goodwill and fair value adjustments arising on acquisition, are translated into INR, the functional currency of the Company, at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into INR 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.

When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount of exchange differences related to that foreign operation recognised in OCI is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is re-allocated to NCI. When the Group disposes of only a part of its interest in an associate or a joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

C. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(i) Initial recognition and measurement

All financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

All financial assets are classified, at initial recognition, as subsequently measured at amortised cost and fair value through profit or loss. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The classification of financial assets at initial recognition depends on the financial assets contractual cash flow characteristics and the Groups business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section (K) revenue from contracts with customers.

In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest ("SPPI") on the principal amount outstanding. This assessment is referred to as the SPPl test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Groups business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows.

(ii) Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at

amortised cost;

FVTPL

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group changes its business model for managing financial assets.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All financial assets not measured at amortised cost as described above are measured at FVTPL.

This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets: Subsequent measurement and gains and losses

Financial assets at FVTPL	These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.
Financial assets at amortised cost	These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Financial liabilities: Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, or it is a derivative or it is designated as such on initial recognition. Convertible preference shares are separated into liability and equity components based on the terms of the contract. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

Compulsorily convertible preference shares are separated into liability and equity components based on the terms of the contract. On issuance of the convertible preference shares, the fair value of the liability component is determined using a market rate for an equivalent non-convertible instrument. This amount is classified as a financial liability measured at amortised cost (net of transaction costs) until it is extinguished on conversion or redemption. The remainder of the proceeds are allocated to the conversion option that is recognised and included in equity if the conversion option meets Ind AS 32 criteria for fixed to fixed classification and as liability if the conversion option does not meet Ind AS 32 criteria for fixed to fixed classification. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the conversion option are remeasured on every reporting period and the difference is recognised in the statement of profit and loss.

If the day 1 profit or loss is not evidenced by a quoted price in an active market for an identical asset or liability (i.e. Level 1 input) nor based on a valuation technique that uses only data from observable markets, then the entity does not recognise a gain or loss on initial recognition.

(iii) Derecognition

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the group neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If the Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

The Group also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit or loss.

(iv) Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the consolidated balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

(v) Derivative financial instruments and hedge accounting

The Group uses derivative financial instruments, such as forward currency contracts, interest rate/cross currency swaps etc to hedge its foreign currency risks and interest rate risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified to profit or loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability.

For the purpose of hedge accounting, hedges are classified as:

(i) Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment

(ii) Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognised firm commitment

(iii) Hedges of a net investment in a foreign operation

At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes the groups risk management objective and strategy for undertaking hedge, the hedging/ economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instruments fair value in offsetting the exposure to changes in the hedged items fair value or cash flows attributable to the hedged risk.

Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

Hedges that meet the strict criteria for hedge accounting are accounted for, as described below:

(i) Fair value hedge

The change in the fair value of a hedging instrument is recognised in the statement of profit and loss as finance costs. The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognised in the statement of profit and loss as finance costs.

For fair value hedges relating to items carried at amortised cost, any adjustment to carrying value is amortised through profit or loss over the remaining term of the hedge using the EIR method. EIR amortisation may begin as soon as an adjustment exists and no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged.

If the hedged item is derecognised, the unamortised fair value is recognised immediately in profit or loss. When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in profit and loss.

(ii) Cash flow hedge

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the statement of profit and loss.

The Group also may separate forward element and the spot element of a forward contract and designate as the hedging instrument only the change in the value of the spot element of a forward contract.

Amounts recognised as OCI are transferred to profit or loss when the hedged transaction affects profit or loss, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs. When the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as OCI are transferred to the initial carrying amount of the non-financial asset or liability.

When an entity separates the forward element and the spot element of a forward contract and designates as the hedging instrument only the change in the value of the spot element of the forward contract, such amount is recognised in OCI and accumulated as a separate component of equity under cost of hedging reserve. These amounts are reclassified to the statement of profit or loss account as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss or when the hedged item is a non-financial asset or non-financial liability, the amounts recognised in cost of hedging reserve are transferred to the initial carrying amount of the non-financial asset or liability.

If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is met.

(iii) Hedges of a net investment

Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for in a way similar to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised as OCI while any gains or losses relating to the ineffective portion are recognised in the statement of profit or loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is reclassified to the statement of profit or loss (as a reclassification adjustment).

D. Property, plant and equipment

(i) Recognition and measurement

On transition to Ind AS (i.e. 1 April 2016), the group 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 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 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 Group depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably.

(iii) Depreciation

Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values over their estimated useful lives using the straight-line method, and is recognised in the statement of profit and loss. Freehold land is not depreciated.

The Group 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:

Asset	Management estimate of useful life (in years)
Buildings	30 to 60
Plant and Machinery	02 to 30
Furniture and fixtures	01 to 10
Vehicles	03 to 10
Office equipment	03 to 10
Computer equipment	03 to 10
Leasehold improvements	*

Based on technical evaluation and consequent advice, the management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used and are different from those prescribed in Schedule II of the Companies Act.

Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready for use (disposed of).

E. Goodwill and other intangibles

(i) Goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non- controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI. Subsequent measurement is at cost less any accumulated impairment losses.

(ii) Other intangible assets

On transition to Ind AS (i.e. 1 April 2016), the group has elected to continue with the carrying value of all intangible assets measured as per the previous GAAP and use that carrying value as the deemed cost of intangible assets.

For subsequent measurement, intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Such intangible assets are subsequently measured at cost less accumulated amortisation and any accumulated impairment losses.

(iii) Research and development costs

Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:

- The technical feasibility of completing the intangible asset so that the asset will be available for use or sale - Its intention to complete and its ability and intention to use or sell the asset - How the asset will generate future economic benefits - The availability of resources to complete the asset - The ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete, and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation expense is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset. During the period of development, the asset is tested for impairment annually.

(iv) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.

(v) Amortisation

Goodwill is not amortised and is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.

Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values over their estimated useful lives using the straight-line method, and is included in depreciation and amortisation in statement of profit and loss.

The estimated useful lives of items of intangible assets for the current and comparative periods are as follows:

Asset	Management estimate of useful life
	(in years)
Patents and trademarks	03 to 10
Customer relationship and others	03 to 10
Brands	05 to 10
Computer software	03 to 10

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon 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.

F. Inventories

Inventories consist of packing materials, stores, stock in trade and 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 formula, and includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their present location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The comparison of cost and net realisable value is made on an item by item basis.

G. Impairment

(i) Impairment of financial instruments

The Group recognises loss allowances for expected credit losses on:

financial assets measured at amortised cost.

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit

impaired. A financial asset is ‘credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit - impaired includes the following observable data:

significant financial difficulty of the borrower or issuer; a breach of contract such as a default;

the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise; it is probable that the borrower will enter bankruptcy or other financial reorganisation; or the disappearance of an active market for a security because of financial difficulties.

The Group measures loss allowances based on simplified approach, at an amount equal to lifetime expected credit losses, except for the following, which are measured as 12 month expected credit losses:

debt securities that are determined to have low credit risk at the reporting date; and

other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses.

Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. 12 month expected credit losses are the portion of expected credit losses that result from default events that are possible within 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which the Group is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Groups historical experience and informed credit assessment and including forward - looking information.

The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held).

Measurement of expected credit losses

Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive).

Presentation of allowance for expected credit losses in the balance sheet

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Groups procedures for recovery of amounts due.

(ii) Impairment of non-financial assets

The Groups non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the assets recoverable amount is estimated. Goodwill is tested for impairment annually.

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use calculation is based on a discounted cash flow model (DCF). The estimated cash flows are developed based on internal forecasts and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the assets performance of the cash-generating unit (CGU) being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to Goodwill and Other intangibles with indefinite useful lives recognised by the Group. The key assumptions used to determine the recoverable amount for the different CGUs.

For impairment testing, assets that do not generate independent cash inflows are grouped together into cash-generating units (CGUs). Each CGU represents the smallest group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGUs.

Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU (or the asset).

The Groups corporate assets do not generate independent cash inflows. To determine impairment of a corporate asset, recoverable amount is determined for the CGUs to which the corporate asset belongs.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the statement of profit and loss. Impairment loss recognised in respect of a CGU is allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets of the CGU (or group of CGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not subsequently reversed. In respect of other assets for which impairment loss has been recognised in prior periods, the Group reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

H. Employee benefits

(i) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid e.g., under short-term bonus, if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation can be estimated reliably.

(ii) Share-based payment transactions

Equity settled share based payment:

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. The grant-date fair value of equity-settled share-based payment awards granted to employees is generally recognised as an employee benefit expense, with a corresponding increase in equity under share based payment reserve, over the period that the employees unconditionally become entitled to the awards. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Groups best estimate of the number of equity instruments that will ultimately vest.

Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

Cash settled share based payment:

A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognised in employee benefits expense. The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The approach used to account for vesting conditions when measuring equity-settled transactions also applies to cash-settled transactions.

(iii) Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. The Company and its subsidiaries in various geographies make contributions, generally determined as a specified percentage of employee salaries, in respect of qualifying employees in accordance with the local laws and regulations in the respective countries which are defined contribution plans. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which the related services are rendered by employees.

(iv) Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Groups net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan (‘the asset ceiling). In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

Past service costs are recognised in profit or loss on the earlier of: (i) The date of the plan amendment or curtailment, and (ii) The date that the Group recognises related restructuring costs.

The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

(v) Other long-term employee benefits

The Groups net obligation in respect of compensated absences is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The obligation is measured on the basis of an annual independent actuarial valuation using the projected unit credit method. Remeasurements gains or losses are recognised in profit or loss in the period in which they arise.

I. Provisions (other than for employee benefits)

A provision is recognised if, as a result of a past event, the Group 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.

Onerous contracts

A contract is considered to be onerous when the expected economic benefits to be derived by the Group 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 Group recognises any impairment loss on the assets associated with that contract.

J. Contingent liabilities and contingent assets

Contingent 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 Group (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.

K. Revenue

(i) Rendering of services

Revenue from contracts with customers is recognised when control of the services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services. Such revenue is recognised upon the Groups performance of its contractual obligations and on satisfying all the following conditions:

(1) Parties to the contract have approved the contract and undertaken to perform their respective obligations;

(2) Such contract has specified the respective rights and obligations of the parties in connection with the transfer of goods or rendering of services (hereinafter the "Transfer");

(3) Such contract contains specific payment terms in relation to the Transfer;

(4) Such contract has a commercial nature, namely, it will change the risk, time distribution or amount of the Groups future cash flow;

(5) The Group is likely to recover the consideration it is entitled to for the Transfer to customers.

Revenue is recognised when no significant uncertainty exists regarding the collection of the consideration. The amount recognised as revenue is exclusive of all indirect taxes and net of returns and discounts.

Performance Obligations:

a) Supply chain management

The Groups supply chain management segment generates revenue from services to its customers such as providing freight and other transportation services, warehousing, packaging, kitting, reverse logistics and inventory management contracts ranging from a few months to a few years. Certain accessorial services may be provided to customers under their transportation contracts, such as unloading and other incidental services. The Groups performance obligations are satisfied over time as customers simultaneously receive and consume the benefits of the Groups services. The contracts contain a single performance obligation, as the distinct services provided remain substantially the same over time and possess the same pattern of transfer. The transaction price is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed component of a contract represents amounts for facility and equipment costs incurred to satisfy the performance obligation and is recognized over the term of the contract.

In the case of transportation services, performance obligation is created when a customer under a transportation contract submits a shipment note for the transport of goods from origin to destination. These performance obligations are satisfied over the period as the shipments move from origin to destination and revenue is recognized proportionally as a shipment moves and the related costs are recognized as incurred. Performance obligations are short-term, with transit days less than one week. Generally, customers are billed either upon shipment of the freight or on a monthly basis, and remit payment according to approved payment terms. The Group recognizes revenue on a net basis when the Group does not control the specific services.

b) Telecommunication:

Telecommunication contract revenue arises from construction/ erection of towers for some of the

Groups customers in the telecommunications segment. These towers are constructed based on specifically negotiated contracts with customers by outsourcing the activities to sub-contractors. Transaction price includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments, to the extent that it is probable that they will result in revenue and can be measured reliably. If the outcome of a contract can be estimated reliably, contract revenue is recognised in profit or loss over the period in proportion to the stage of completion of the contract. The stage of completion is assessed by reference to surveys of work performed (output method). Otherwise, contract revenue is recognised only to the extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as expenses as incurred unless they create an asset related to future contract activity. An expected loss on a contract is recognised immediately in profit or loss.

Unbilled revenue represents value of services under peformance in accordance with the contract terms but not billed. Revenue is measured at fair value of the consideration received or receivable, after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the government such as goods and services tax, etc. Accumulated experience is used to estimate the provision for such discounts and rebates. Revenue is only recognised to the extent that it is highly probable a significant reversal will not occur.

c) Integrated logistics:

Integrated logistics services comprise of transportation, warehousing and other value-added supply chain solutions. In respect of contracts where the Group provides a significant service of integrating two or more goods or services into a combined output (that is the specified good or service for which the customer contracted) and the inputs to the combined output is controlled by the Group, the Group controls that specified good or service before it is transferred to the customer. Revenues from such contracts are recognized upon substantial fulfilment of obligations under the contract.

d) Sale of products

Revenue from sale of traded goods including telecommunication goods is recognised when the control of the same is transferred to the customer, generally on delivery of the goods and it is probable that the Group will collect the consideration to which it is entitled for the exchanged goods.

The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated . In determining the transaction price for the sale of goods, the Group considers the effects of variable consideration, the existence of significant financing components, noncash consideration, and consideration payable to the customer (if any).

e) Commission:

When the Group acts in the capacity of an agent rather than as the principal in a transaction in relation to the above, the revenue recognised is the net amount of revenue earned by the Group.

Variable consideration:

Some of the Groups contracts contain provisions for adjustments to pricing based on achieving agreed-upon performance metrics, changes in volumes, services and market conditions. Revenue relating to these pricing adjustments is estimated and included in the consideration if it is probable that a significant revenue reversal will not occur in the future. The estimate of variable consideration is determined either by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and remit payment according to approved payment terms.

Contract balances:

a) Contract assets:

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.

b) Contract liabilities:

A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract.

L. Leases

Group as a Lessor:

Leases in which the Group 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 terms. 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 Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Groups 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.

Group as lessee

The Group 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 Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

1. Right-of-use assets

The Group 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 Group 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.

2. Lease liabilities

At the commencement date of the lease, the Group 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 insubstance 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 Group and payments of penalties for terminating the lease, if the lease term reflects the Group 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 Group 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.

3. Short-term leases and leases of low-value assets

The Group 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). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

4. Date of commencement of leases acquired under business combinations

The Group measures the lease liability at the present value of the remaining lease payments as at the acquisition date as if the acquired lease were a new lease as at that date. The Right-of-use asset is measured at the same amount as the lease liability plus or minus any asset or liability previously recognised in the original business combination accounting for the favourable or unfavourable lease terms.

5. Key matters involving significant judgement a) Determining the lease term of contracts with termination options Group as lessee

As per Ind AS 116, termination options are to be considered in determining the non-cancellable period. The period covered by the termination option is included if the lessee is not reasonably certain to exercise the option. Lease term is the non-cancellable period of a lease, together with any optional periods that the lessee is reasonably certain to use. The non-cancellable period of a lease is any period during which the lessee cannot terminate the contract. Consequently, any non-cancellable period in effect sets a minimum lease term. This is usually referred as "lock-in" period in the lease contract. Generally, the lease contracts are cancellable once the "lock-in" period is over, and, in most cases, the termination option is mutually available with minimum notice period requirements under the contract.

The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that the Group will continue the lease beyond non-cancellable period and whether any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the terminating the lease and the importance of the underlying asset to Groups operations taking in to account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances. After considering current and future economic conditions, the Group has concluded that no material changes are required to lease period relating to the existing lease contracts.

b) Determining the lease term of contracts with renewal options Group as lessee

As per Ind AS 116, the period covered by extension option is included if the lessee is reasonably certain to exercise the option.

As reasonable certainty is a high threshold, the group believes in most leases where the lease term is greater than 3 years assuming reasonable certainty on lease commencement date may not be appropriate and must be evaluated on a case to case basis, considering factors such as investment in the property, renewal lease rates, specific modifications to property to meet customer requirements, importance of the location and impact on overall business disruption etc.

M. Recognition of dividend income, interest income or expense

Dividend income is recognised in profit or loss on the date on which the Groups 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.

N. Income tax

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination or to an item recognised directly in equity or in other comprehensive income.

(i) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The group shall reflect the effect of uncertainty for each uncertain tax treatment by using either most likely method or expected value method, depending on which method predicts better resolution of the treatment.

(ii) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:

temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;

temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group 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 Group 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 Group relies on the same forecast assumptions used elsewhere in the financial statements and in other management reports.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

O. Borrowing cost

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction or production of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

P. Cash and cash equivalents

Cash and cash equivalent comprise of cash on hand and at banks including short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value. Other bank deposits which are not in the nature of cash and cash equivalents with an original maturity period of more than three months are classified as other bank balances.

For the purpose of the consolidated 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 Groups cash management.

Q. Cash flows

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the Group are segregated.

R. Government grant

Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

S. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Key managerial personnel comprising the Managing Director and Deputy Managing Director assess the financial performance and position of the Group, and make strategic decisions and have been together identified as being the chief operating decision maker (‘CODM).

T. Non-current assets held for sale and discontinued operations

The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale rather than through continuing use.

Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense.

The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale/ distribution should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the sale and the sale expected within one year from the date of classification.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the statement of profit and loss.

U. Earnings per share

Basic earnings per equity share is 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 is 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.

V. Exceptional items

Exceptional items include income or expense that are considered to be part of ordinary activities, however are of such significance and nature that separate disclosure enables the user of the financial statements to understand the impact in a more meaningful manner.

FINANCIAL INDEBTEDNESS

Our Company and its Subsidiaries avail credit facilities in the ordinary course of their business for the purposes of meeting business requirements. These credit facilities include, inter alia, secured and unsecured working capital demand loans, and secured term loans, in and outside India.

Our Board is empowered to borrow money in accordance with Sections 179 and 180 of the Companies Act and our Articles of Association. For details regarding the borrowing powers of our Board, see "Our Management-Borrowing Powers" on page 333.

As at March 31, 2023, our aggregate outstanding borrowings amounted to 20,585.06 million, which includes credit facilities availed from several lenders including Axis Bank Limited, DBS Bank India Limited, HDFC Bank Limited, IDFC First Bank Limited, Standard Chartered Bank, State Bank of India and Yes Bank Limited, amongst others.

The details of aggregate outstanding borrowings of our Company and its subsidiaries (on a consolidated basis) as on March 31, 2023, is set forth below:

(in million unless otherwise stated)

Category of borrowing	Sanctioned amount as on March 31, 2023* Borrowings of our Company	Outstanding amount as on March 31, 2023*
Secured
Working capital facilities
Fund based	1,200.00	750.00
Non fund based	150.00	38.49
Foreign Currency Term Loan	250.00	84.47
Term Loan	500.00	500.00
Hire Purchase	100.00	48.08
Unsecured
Working capital facilities
Fund based	6,972.17	3,295.80
Non fund based	605.00	233.55
Redeemable Preference Shares	-	3,012.16
Term Loan	-	-
Total (A)	9,777.17	7,962.55
	Borrowings of our Subsidiaries
Secured
Working capital facilities
Fund based	6,671.47	4,663.31
Non fund based	433.85	416.86
Hire Purchase	-	-
Term Loan	11,989.21	7,542.34
Unsecured
Working capital facilities
Fund based	-	-
Non fund based	-	-
Term Loan	-	-
Total (B)	19,074.53	12,622.51
Total indebtedness (A) + (B)	28,851.70	20,585.06

* As certified by S K Patodia & Associates, Chartered Accountants, pursuant to their certificate dated August 3, 2023.

In relation to the Offer, our Company and Subsidiaries have obtained the necessary consents from the lenders, required under the relevant loan documentation, for undertaking activities in relation to the Offer and in connection thereto.

Principal terms of the borrowings currently availed by our Company and its Subsidiaries:

Brief details of the terms of our various borrowing arrangements are provided below and there may be similar/ additional terms, conditions and requirements under the borrowing arrangements entered into by our Company and its Subsidiaries with its lenders:

1. Interest: The applicable rate of interest for the various facilities in India availed by us are typically linked to the marginal cost of lending rate ("MCLR") over a specific period of time and spread per annum or the external benchmarking lending rate ("EBLR") and are subject to mutual discussions between the relevant lenders and our Company. The current range of interest ranges between 3.40% to 9.45% with a one month to one-year MCLR for domestic facilities. For overseas subsidiaries the rate of interest is linked to 1 Month SONIA (Sterling Overnight Index Average) and or 3 Month USD LIBOR as per the facility agreement for borrowings in USD or GBP denominated loan facilities. The current interest rate ranges between 2.05% to 2.25% p.a plus SONIA/ LIBOR as mentioned in the facility agreement.

2. Tenor: The tenor of each of the working capital facilities availed by us typically ranges from a period of 90 days to up to 12 months, whereas the term loan facility availed by our Company typically has a door-to-door tenor of 24 months in India and 60 months outside India

3. Security: The working capital facilities availed by us in India are typically unsecured. For facilities where security needs to be created, such security is typically by way of hypothecation over our entire current assets and movable fixed assets or an exclusive charge over our movable fixed assets. The hire purchase facility is secured by way of a hypothecation on the vehicle in respect of which the facility is availed. For overseas Subsidiaries, the working capital facilities and term loan facilities are secured by way of charge on the current assets and the fixed assets of the relevant overseas subsidiaries. Further, our Company has extended corporate guarantees and pledge of its shares in TVS Logistics Investment UK Ltd ("TVS LI UK"), in relation to working capital and term loan borrowings of TVS LI UK and TVS Supply Chain Solutions Pte. Ltd. The details of such corporate guarantees as at March 31, 2023 are as set forth below:

Details of guarantee	Date of guarantee	Amount guaranteed as at March 31, 2023
TVS LI UK		(in million)

1. Outstanding value of USD term loan availed from	April 23,	1,115.44
overseas lenders	2020
2. Outstanding value of GBP denominated term loan availed April 23,	2,207.21
from overseas lenders	2020
3. GBP denominated revolving credit loan availed form	May 10,	4,923.28
overseas lenders - tranche 1	2022
4. Outstanding value of USD term loan availed from	March 2,	1,613.46
overseas lenders	2023
5. GBP denominated revolving credit loan availed form	March 17,	1,743.79
overseas lenders - tranche 2	2023
TVS SCS Singapore
6. Outstanding value of USD term loan availed from	April 23,	775.14
overseas lenders	2020
7. Outstanding value of GBP denominated term loan availed April 23,	3,914.11
from overseas lenders	2020
Total		16,292.43

Further, our entire shareholding in TVS Logistics Investment UK Ltd is pledged as at March 31, 2023 as per following:

Details of shares pledged	Date of pledge	Pledge amount reported (in million)
1. Towards the GBP, USD denominated term loans, availed	June 15, 2021	$125.00
from overseas lenders
2. Towards ancillary facilities availed from overseas lenders	June 20, 2021	$5.00
3. Towards the GBP, USD denominated revolving credit loan	May 10, 2022	?46.02
availed from overseas lenders
4. Towards incremental USD denominated term loan facilities	March 2, 2023	$18.69
availed from overseas lenders
5. Towards the GBP denominated revolving credit loan availed	March 17, 2023	?16.30
from overseas lenders

4. Re-payment: The working capital facilities availed by us are typically repayable on demand or on their respective due dates within the maximum tenure of one year. For term loan facilities, repayment is typically by way of quarterly or half yearly instalments after the end of a specified moratorium.

5. Pre-payment: Except for three of our existing borrowing arrangements which stipulates prepayment charges of up to 2% of the amount being prepaid or as mutually agreed between parties, the other facilities availed by us typically do not stipulate pre-payment penalties.

6. Key Covenants: Certain of our borrowing arrangements provide for covenants restricting certain corporate actions, and we are required to take the prior approval of the lender before carrying out such activities.

For instance, certain corporate actions for which we require the prior written consent of the Lender include:

(a) effecting any change to our Companys constitution or shareholding pattern or capital structure;

(b) permitting any change in the ownership, management or control of our Company (including by pledge of promoter/sponsor shareholding in the Company to any third party);

(d) undertaking any dissolution or reconstitution scheme of arrangement or compromise with its creditors or shareholders, or effect any scheme of reconstruction or dissolution or reconstitution

(e) undertaking any merger, de-merger, consolidation, reorganisation, or effect any scheme of amalgamation;

(f) declaring or paying dividend or authorising any distribution to its shareholders;

(g) Permitting any acquisitions or setting up joint venture or disposal of assets beyond the lenders stipulated threshold limit; and

(h) promoter to maintain certain percentage of the issued and paid-up capital of our Company.

7. Events of Default: The borrowing arrangements entered into by us with the lender contains certain instances, occurrence of which may result into ‘event of default, including:

(a) failure to make payment/repayment of any principal amount or interest on the relevant due dates;

(b) failure to observe or comply with the terms, conditions, breach of covenants, breach of representations, warranties under the borrowing arrangement;

(d) utilisation of the facilities or any part thereof for purposes other than as sanctioned by the lender;

(e) in case any step is taken against our Company for dissolution, winding up, liquidation and/or insolvency, including the appointment of a receiver;

(f) in case of initiation of any proceedings including insolvency and bankruptcy under the Insolvency and Bankruptcy Code 2016 against our Company or any notices in that respect thereof;

(g) in case any attachment, distress, execution or other process is initiated against our Company/ assets/bank accounts;

(h) change in control of the Company in its material subsidiaries (as stipulated in the facility agreements);

(i) cross defaults across other facilities of our Company; and

(j) any circumstance or event which would or is likely to prejudicially or adversely affect in any manner the capacity of our Company to repay the any loans or any part thereof.

This is an indicative list and there may be additional instances that may amount to an event of default under the various borrowing arrangements entered into by us.

8. Consequences of events of default: In terms of our borrowing arrangements, as a consequence of occurrence of events of default, our lender may:

1. declare that the dues and all of the obligations of our Company towards the lender shall immediately become due and payable irrespective of any agreed maturity;

2. declare that all undisbursed portion of the facilities shall stand cancelled;

3. be entitled to enforce its security created under the loan documentation; and

4. convert at the option of the Lender, the whole or part of the outstanding due amounts under the loan

(whether due and payable or not) into equity shares of our Company at face value and/or formulate mechanism for resolution of the stressed asset.

The above is an indicative list and there may be additional consequences of an event of default under the various borrowing arrangements entered into by us.

For further details of financial and other covenants required to be complied with in relation to our borrowings, see "Risk Factors Our indebtedness and the conditions and restrictions imposed by our financing agreements and any non-compliance may lead to, among others, suspension of further drawdowns, which may adversely affect our business, results of operations, financial condition and cash flows." on page 40.

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