TVS Supply Chain Solutions Ltd Directors Report

Dear Members,

Our Board of Directors (the Board) have pleasure in presenting the Twenty Second Annual Report together with the audited financial statements of TVS Supply Chain Solutions Limited for the year ended March 31, 2026 (FY26 or during the year).

FINANCIAL RESULTS

Key highlights of the financial results of our Company for FY26 are as under: ( in Crores)

	Standalone		Consolidated
Particulars
	2025-26	2024-25	2025-26	2024-25
Revenues from
	1,991.02	1,885.17	11,002.97	9,995.72
operations
Other income	134.21	128.38	37.79	33.16
Total Income	2,125.23	2,013.55	11,040.76	10,028.88
Adjusted
	79.03	163.00	770.70	667.37
EBITDA
Profit/(Loss)
	19.02	91.78	168.50	29.36
before tax
Profit/ (Loss)
	19.90	69.65	117.02	(9.64)
after tax
Profit/(Loss) for
	19.90	69.65	117.02	(9.64)
the year
Other
comprehensive
	(2.28)	(2.69)	112.61	(10.12)
income, net of
tax
Total
comprehensive	17.62	66.96	229.63	(19.76)
income

BUSINESS PERFORMANCE

State of Affairs of the Company/ Business Operations

Our Company is an India based multinational, which pioneered the development of the supply chain solutions market in India. It is a tech-led and asset-light supply chain solutions provider with capabilities across the value chain. We were promoted by TVS & Sons and are now part of the TVS Mobility Group. For more than 20 years, we have managed large and complex supply chains across multiple industries in India and select global markets through customized tech-enabled solutions. Our Companys solutions covering entire value chain from sourcing to consumption can be divided into two segments: (i) Integrated Supply Chain Solutions (ISCS); and (ii) Global Forwarding Solution (GFS).

During the year, key changes were made in our segment structure; the new ISCS segment brings together ISCS and IFM under one unified model enabling bundled, end-to-end service tailored to client needs. GFS reflects our freight forwarding business.

Our capabilities under the ISCS segment include sourcing and procurement, integrated transportation, logistics operation centres, in-plant logistics operations, finished warehousing, aftermarket fulfilment, supply chain consulting closed loop logistics and support including spares logistics, break-fix, refurbishment & engineering support, courier and consignment management. Our capabilities under the GFS include managing end-to-end freight forwarding and distribution across ocean, air and land, warehousing and at port storage and value-added services.

During the year, the business delivered solid topline growth, revenue grew by 10.08%. Total income was 11,040.76 crores in Fiscal 2026 compared to 10,028.88 crores in Fiscal 2025.

Our Companys focus on business development continues to deliver strong results. Our Company added 1206.74 crores additional revenue from new business development in FY26. The number of Fortune 500 customers serviced by our Company has grown to 100 during FY26 compared to 91 in FY25, reflecting the steady growth of marquee customers of the Company.

Our Company achieved Adjusted EBITDA growth of 15.48%, from 667.37 crores to 770.71 crores, primarily driven by new business wins and strategic cost optimisation initiatives taken during the year which substantially enhanced operating leverage. This year marked a period of strategic wins. A major highlight was securing a significant contract in India with a leading Global Wind Turbine manufacture, in Europe with a leading multinational Retail chain. We successfully encircled and grew the operations in North America with a leading global agricultural equipment manufacturer.

Segment performance ( in Crores)

		FY25-26						FY24-25
Revenue
		Amount			% share			Amount			% share
Integrated
Supply Chain		8,238.85			74.88%			7,514.90			75.18%
Solutions
Global
Forwarding		2,764.12			25.12%			2,480.82			24.82%
Solutions
Revenue from
		11,002.97			100.00%			9,995.72			100.00%
Operations
				FY25-26					FY24-25
Adjusted
EBTIDA	Amount		Margin				Amount			Margin
			%							%
Integrated Supply
	733.63		8.90%				627.34			8.35%
Chain Solutions
Global
Forwarding	60.69		2.20%				66.70			2.69%
Solutions

The (ISCS) segment reported a 9.63% year-over-year revenue growth, primarily driven by new business development wins, which contributed significantly to the topline and coupled with price increase from customers. This was partially offset by volume declines from existing clients, particularly in select geographies.

The Global Forwarding Solutions (GFS) segment delivered a 11.42% year-over-year revenue growth, primarily driven by higher volume in ocean freight, in spite of reduction in freight rates.

ISCS segment achieved a strong recovery, EBITDA grew by 16.94% from 627.34 crores to 733.63 crores, growth is primarily driven by cost optimization initiatives and new business wins in SCS Europe and India In the GFS segment, EBITDA declined by 8.99%, from 66.70 crores to 60.69 crores, despite revenue growth of 11.42%. The GFS segment continues to face global headwinds and freight rate volatility. However, performance rebounded in H226 compared to H126 driven by implementation of the cost optimization initiatives and successful Business Development.

Subsidiary, Associates and Joint Venture

As of March 31, 2026, our Company had Fifty-Six (56) subsidiaries (including step down subsidiaries) and one (1) joint venture within the meaning of the Companies Act, 2013 (Act) and there has been no material change in the nature of the business of the subsidiaries or joint venture. TVS SCS Global Freight Solutions Limited, TVS SCS IFM Limited (Erstwhile Rico Logistics Limited), TVS Logistics Investment UK Limited, TVS Supply Chain Solutions UK Limited, TVS Logistics Investment USA, TVS Supply Chain Solutions North America Inc. USA, TVS Supply Chain Solutions Pte. Ltd., Singapore and TVS SCS Singapore Pte. Ltd. are material unlisted subsidiaries of the Company pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The policy for determining material subsidiaries is hosted on the website of the Company at https://www.tvsscs.com/investor-relations/wp-content/ uploads/2024/10/9.-Policy-for-Determination-of-Material-Subsidiary.pdf

During the year, 5 (Five) step down dormant global subsidiaries of the Company namely, Tri - Tec Computer Support Limited, Northern Ireland, Pan Asia Container Line Pte Ltd, Hong Kong, Peter Thomas & Co (Refurbishing) Limited, UK, Transtar International Freight (Malaysia) SDN. BHD., Malaysia and SPCINT Limited, UK were closed as per provisions under local statutes. The Board of Directors at its meeting held on February 5, 2024, has accorded its approval to the draft Scheme of Amalgamation which provides for the merger of TVS SCS Global Freight Solutions Limited, White Data Systems Private Limited, SPC International (India) Private Limited and FLEXOL Packaging (India) Limited which are wholly owned subsidiaries of the Company, and Mahogany Logistics Services Private Limited (formerly known as DRSR Logistics Services Private Limited) with and into TVS Supply Chain Solutions Limited.

BSE and NSE have, vide their letters dated January 1, 2025 and February 28, 2025, respectively, conveyed no adverse observations / no-objection to the Scheme. The Scheme would be subject to the sanction and approval of the National Company Law Tribunal and shareholders. The application for merger of TVS SCS Global Freight Solutions Limited, White Data Systems Private Limited, FLEXOL Packaging (India) Limited and Mahogany Logistics Services Private Limited (formerly known as DRSR Logistics Services Private Limited) with and into TVS Supply Chain Solutions Limited was filed with National Company Law Tribunal, Chennai and the application for merger of SPC International (India) Private Limited with and into TVS Supply Chain Solutions Limited was filed with National Company Law Tribunal, Bangalore on March 31, 2025. NCLT, Chennai vide their order dated May 30, 2025, directed the Company to convene the meeting of Equity Shareholders and Unsecured Creditors of the Company on July 30, 2025 (NCLT Convened Meetings) for their approval. Pursuant to the directions of NCLT, Chennai, the NCLT Convened Meetings were held and resolutions were passed with requisite majority. Post approval of shareholders and creditors, the Company filed a petition with NCLT for approval of the Scheme. The matter has now been reserved for orders. Directions on the Scheme from NCLT Bengaluru are awaited.

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

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

The details of investments made in various subsidiaries are provided as part of the Financial Statements for FY26.

CHANGES IN CAPITAL STRUCTURE

The equity paid-up share capital of the Company as on March 31, 2026, was 44,11,80,027, comprising of 44,11,80,027 equity shares of face value of 1 each, 16,00,000 equity shares of 1 each forfeited at 0.2 each and 15,351 non-convertible redeemable preference shares of face value of 10 each. During the FY26, the Company has allotted 10,530 fully paid-up equity shares of 1 each, pursuant to the employee stock option plans of the Company.

DIVIDEND DISTRIBUTION POLICY

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

DIVIDEND

Your Directors have decided not to recommend any dividend for the FY26, with a view to conserving resources for future growth.

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

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

TRANSFER TO RESERVES

Our Company has not transferred any amount to the reserves for FY26.

PUBLIC DEPOSITS

Our Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for the FY26.

MATERIAL CHANGES AND COMMITMENTS

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

CORPORATE GOVERNANCE

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

Sri. R Dinesh and Ms. Shobhana Ramachandhran, Directors, retire by rotation at the 22 nd Annual General Meeting (AGM) and being eligible, offered themselves for re-appointment. Consequent to resignation of Sri. Ravi Viswanathan as Director and stepping down as Managing Director of the Company with effect from June 30, 2026, and considering the experience, background, pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at their meeting held on May 25, 2026 appointed Sri. Vikas Chadha (DIN: 06624266) as an Additional Director in terms of Section 161 of the Act and as Managing Director the Company, liable to retire by rotation, for period of five years from July 1, 2026 to June 30, 2031, subject to the approval of the shareholders at this Annual General Meeting. Requisite consent and disclosure forms have been received from Sri. Vikas Chadha. The Company has received a notice in writing in terms of Section 160 of the Act from a member proposing the candidature of Sri. Vikas Chadha for the office of Director of the Company. The resolutions seeking approval of the members for their re-appointment/ appointment, as applicable, have been incorporated in the Notice convening the AGM of the Company along with brief details about them.

The Board wishes to record its sincere appreciation for the services rendered by Sri. Ravi Viswanathan, during his tenure as Director.

Key Managerial Personnel (KMP)

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

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

# Resigned with effect from June 30, 2026.

* Appointed with effect from January 22, 2026. ** Appointed with effect from July 1, 2026.

There are no changes in the composition of KMP for FY26 other than the changes as detailed above.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) for the financial year ended March 31, 2026, such accounting policies as mentioned in the notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended March 31, 2026; c) that proper and enough care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively; f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

BOARD / COMMITTEES

During FY26, Eight (8) board meetings were held. The details of composition of the Board and its Committees, terms of reference of the Committees and the details of meetings held during the year are furnished in the Corporate Governance Report, which forms part of the Annual Report.

INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. Senior Management Personnel of the Company interact with the directors from time to time to enable them to understand the Companys strategy, business model, operations, markets, organization structure, finance, human resources, technology and such other areas. The Company has also disclosed the Independent Directors familiarization programme on its website at www.tvsscs. com/investor-relations/. In the opinion of the Board, the independent directors are persons of high integrity and repute and possess the requisite proficiency, expertise and experience and fulfil the conditions specified in the Act and Rules made thereunder and are independent of the management.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A)

The MD&A Report for FY26, as stipulated under Regulation 34 of the SEBI Listing Regulations, is annexed separately and forms part of the Annual Report.

EMPLOYEE STOCK OPTION SCHEMES

The Companys employees stock option schemes are detailed below: A. TVS SCS Management Incentive Plan I, 2018 (MIP I), B. TVS SCS Management Incentive Plan II, 2018 (MIP II), and C. TVS Supply Chain Solutions Employee Stock Option Plan 2021 (ESOP 21). In terms of Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Regulations, the disclosures with respect to MIP I, MIP II and ESOP 21 has been provided on the website of the Company at www. tvsscs.com/investor-relations/.

AUDITORS

Statutory Auditors

The shareholders of the Company at their meeting held on August 10, 2023, have re-appointed M/s. S.R. Batliboi & Associates LLP as the statutory auditors of the Company for a second term of five (5) consecutive years from the conclusion of 19 th AGM till the conclusion of 24 th AGM, based on recommendations of the Audit Committee and Board. Our Company has obtained the necessary certificate from the statutory auditors confirming their eligibility to continue as statutory auditors of the Company for FY26.

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

Secretarial Auditor

The shareholders at their meeting held on August 09, 2025 have appointed Mr. K Venugopalan (Membership No.: FCS 2526 and Certificate of Practice No: 6015), a Peer reviewed Company Secretary in Practice as the Secretarial Auditor of the Company for a term of five (5) consecutive years commenced from the conclusion of 21 st AGM till the conclusion of 26 th AGM. The Secretarial Audit Report for the FY26, in Form No. MR-3 is attached as Annexure B to Directors Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

TVS SCS Global Freight Solutions Limited, a material unlisted Indian subsidiary of the Company has obtained Secretarial Audit Report from Mr. K Venugopalan, Company Secretary in Practice (Membership No.: FCS 2526 and Certificate of Practice No: 6015) and it does not have any qualification, reservation or adverse remarks. The Report is attached as Annexure C.

Internal Auditor

During the year, M/s. Deloitte Touche Tohmatsu India LLP was appointed as Internal Auditors of the Company for FY26 to conduct the internal audit of the Company for FY26.

Cost Records and Cost Audit

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026 is available on the Companys website at www.tvsscs.com/investor-relations/ statutory-disclosure/

REMUNERATION POLICY

The Board, based on the recommendation of the

Nomination and Remuneration Committee, has laid down a policy on appointment and remuneration of Directors, KMP and Senior Management Personnel. The Companys policy on appointment of Directors, remuneration and other matters provided in Section 178(3) of the Act is available at the website at www.tvsscs. com/investor-relations/wp-content/uploads/2024/10/7.-Remuneration-and-Diversity-policy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as Annexure D to the Boards Report. Details of employees receiving the remuneration in excess of the limits prescribed under Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in a separate annexure forming part of this Report. In terms of first proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid annexure is being sent to the shareholders of the Company. The annexure is available for inspection at the Corporate Office of the Company during business hours as mentioned in the Notice of AGM and any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary.

EVALUATION OF BOARD / BOARD COMMITTEES

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

LOANS/ GUARANTEES / INVESTMENTS

The particulars of loans, guarantees and investments under Section 186 of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014, for FY26 form part of the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

Our Company has in place a Policy on Related Party transactions as approved by the Board and the same is available on the website of the Company at www.tvsscs. com/investor-relations/wp-content/uploads/2024/10/4.-Related-Party-Transactions-Policy.pdf All contracts, arrangements, transactions entered by the Company during the financial year with related parties were in ordinary course of business and on an arms length basis and are in compliance to applicable provisions of the Act/ SEBI Listing Regulations. Hence, the disclosure of related party transactions in Form AOC-2 is not applicable.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, read with the

Companies (Corporate Social Responsibility Policy) Rules, 2014, our Company has adopted a Policy on CSR which is placed on the website of the Company at www.tvsscs.com/global-csr-policy/ The Annual Report on CSR activities for the financial year ended March 31, 2026, is attached as Annexure E to Directors Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Our Company believes in the conduct of affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 4 and 22 of the SEBI Listing Regulations, and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as amended, our Company has established a Vigil Mechanism and has a Whistle Blower Policy. The Policy is hosted on the website of the Company at www.tvsscs.com/investor-relations/wp-content/ uploads/2024/10/WhistleBlower.pdf

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During FY26, there are no orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and future operations of the Company.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During FY26, our Company has neither made any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

OTHER DISCLOSURE

During FY26 there was no instance of one-time settlement with any Bank or financial institutions.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Our Company has well-defined internal control system commensurate with size, scale and complexity of operations to support the business operations and to ensure statutory compliance. The internal audit is carried out by a professional firm whose function is defined through internal audit charter, which includes inter alia transaction audit, systems audit and process audit. The Companys internal financial controls were also assessed and examined by the statutory auditors, who have provided an unmodified opinion regarding their adequacy and operating effectiveness as of March 31, 2026. The detailed annual audit plan is rolled out and the same was approved by the Audit Committee. Suitable internal checks have been built in to cover all monetary transactions with proper delineation of authority, which provides for checks and balances at every stage. Our Company has an Audit Committee of Directors to review financial statements to shareholders. The role and terms of reference of the Audit Committee cover the areas mentioned under the SEBI Listing Regulations and Section 177 of the Act, details of which are are provided in the section titled Report on Corporate Governance, which forms part of this Annual Report.

RISK MANAGEMENT

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

The details of composition of RMC, its terms of reference, meetings held and attendance thereat during the financial year under review are provided in the section titled Report on Corporate Governance, which forms part of this Annual Report.

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

Conservation of Energy:

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

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

Technology Absorption:

Technology is the core of our Companys solutioning. With the help of technology and software systems, our Company continues to build tailor-made solutions for various supply chain activities. Technology enables us to automate and digitalize supply chains for customers and are capable of being integrated with customers IT -ecosystem. The digital platforms are largely cloud based, powered by a micro service-based architecture and are scalable and reliable.

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

• Deployed a next gen, more digitally savvy and regionalized website 2.0 which enables us to showcase our offerings and services and attract more website interactions with customers, aided by a conversational BOT Agent TIA (TVS Intelligent Agent) which aids our customers on navigating our website effectively.

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

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

• Continued focus on deployment of our internal products for warehouse management and transportation across the globe with AI embedded solutions built.

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

Customer Experience

• Continuous deployment of our in-house warehouse management: Visibility, across customer engagements in multiple industry sectors in India and UK.

• In-house integrated platforms like Warehouse Management System (WMS) and Transport Management System (TMS) have been developed. The TMS operates across Alpha (Full Truck Load),

Beta (Part Truck Load), and Gamma (integration with courier partners), enabling end-to-end trackability from origin to destination. The WMS enhances warehouse operational excellence and efficiency. These have ability to seamlessly and quickly integrate with our customer platforms.

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

Systems & Internal Controls

• Continued focus on rationalizing and standardizing our application and infrastructure components across the globe

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

• Continued focus on development of the S2B (Service 2 Billing) platform to support business processes in the IFM business and ISCB, eliminating manual billing & improved on time & billing accuracy.

• Expanded scope and deployment of T-Jarvis: in-house contract management & document repository platform. This includes insurance and real estate management aided by a workflow component.

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

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

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

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

Foreign exchange earnings and outgo

The details of foreign exchange earnings and expenditure during the year are given below: ( in Crores)

Foreign exchange earnings:	234.55
Foreign exchange outgo:	121.73

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

Our Company has in place a policy for prevention of sexual harassment in line with the requirements of POSH Act. The Company has complied with the provisions relating to the constitution of Internal Complaints Committees (ICC) under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. The details of complaints are given below: (No. of Complaints)

Filed during FY26	3
Disposed of during FY26	2
Pending as on end of FY26	1

MATERNITY BENEFIT ACT 1961

Our Company is in compliance with the provisions of the Maternity Benefit Act, 1961.

DISCLOSURE REGARDING FRAUDS

During the year, there were no frauds reported by the Auditors to the Audit Committee, the Board or to the Central Government under Section 143(12) of the Act. Our Company has complied with the provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India

ACKNOWLEDGMENT

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

ANNEXURE A FORM AOC- 1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2O14)

Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures (All amounts are in Indian rupees () crores except share data and otherwise stated)

Part A: Subsidiaries

					Exchange
		The date
					rate on
		since when					Reserves					Profit	Provision	Profit		% of
S.			Reporting	Reporting	the last	Share		Total	Total						Proposed
	Name of the subsidiary	subsidiary					and			Investments	Turnover	before	for	after		share
No.			period	currency	day of	capital		assets	Liabilities						Dividend
		was					surplus					taxation	taxation	taxation		holding
					financial
		acquired
					year
Domestic Subsidiaries
1	TVS SCS Global Freight Solutions	13-06-2007	FY 2025-26	INR	1.0000	1.20	243.65	374.31	129.45	-	890.11	44.19	11.76	32.43	-	100%
	Limited
2	FLEXOL Packaging (India) Limited	28-03-2012	FY 2025-26	INR	1.0000	0.77	4.68	5.99	0.54	-	2.57	1.46	0.38	1.08	-	100%
3	SPC International (India) Private	13-11-2017	FY 2025-26	INR	1.0000	0.51	19.24	25.57	5.83	-	18.06	2.08	0.53	1.56	-	100%
	Limited
4	TVS Toyota Tsusho Supply Chain	12-11-2014	FY 2025-26	INR	1.0000	2.00	44.33	76.44	30.11	-	55.70	9.12	2.59	6.53	-	100%
	Solutions Limited
5	White Data Systems India Private	01-10-2018	FY 2025-26	INR	1.0000	4.13	8.18	19.45	7.14	-	9.59	(4.28)	(1.71)	(2.57)	-	100%
	Limited
6	Fit 3PL Warehousing Private	13-10-2021	FY 2025-26	INR	1.0000	2.00	48.37	119.06	68.69	-	142.48	11.05	2.85	8.19	-	100%
	Limited
7	TVS Packaging Solutions Private	28-04-2017	FY 2025-26	INR	1.0000	0.01	(0.11)	-	0.10	-	-	(0.02)	-	(0.02)	-	100%
	Limited
Foreign Subsidiaries
8	TVS SCS (Siam) Limited	18-05-2005	FY 2025-26	THB	2.88033	9.28	(7.23)	2.06	0.01	-	-	-	-	-	-	100%
9	TVS Logistics Investment USA	29-12-2010	FY 2025-26	USD	94.6543	184.70	240.52	1,318.32	893.09	-	1,143.39	27.30	6.32	20.98	-	100%
	Inc., USA and its subsidiaries
10	TVS Logistics Investment UK	16-10-2009	FY 2025-26	GBP	125.6347	125.20	602.33	3,202.56	2,468.35	619.44	4,840.77	(45.41)	12.14	(57.55)	-	100%
	Limited and its subsidiaries
11	TVS Supply Chain Solutions	09-10-2014	FY 2025-26	SGD	73.5683	1,217.92	(780.29)	1,389.82	952.20	-	2,199.67	(25.55)	(2.74)	(22.81)	-	100%
	Pte. Ltd., Singapore and its
	subsidiaries

Part B: Associates and Joint Ventures

										Profit or Loss for the year
			Date on	held by the company on the year end					attributable
								Reason why
		Latest	which						to
								the Joint
S.		audited	the joint		Amount of		Description of how there is		shareholding
	Name of Joint Ventures					Extent of		Venture			Not
No.		Balance	venture was		Investment		significant influence		as per latest	Considered in
				Number		Holding (in		is not			Considered in
		Sheet Date	associated or		in Joint				audited	Consolidation
						%)		consolidated			Consolidation
			acquired		Venture				Balance
									Sheet
1	TVS Industrial & Logistics Park	31-Mar-26	30-04-2007	46,67,067	11.67	24.48%	Significant influence is	Not	270.61	182.03	-
	Private Limited						demonstrated by holding 20% or	Applicable
							more of the total voting power