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

FINANCIAL RESULTS

SECTION 1: ECONOMIC OUTLOOK1.1 GLOBAL ECONOMIC OUTLOOK

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

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

1.2 INDIAN ECONOMIC OUTLOOK

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

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

1.3 GLOBAL LOGISTICS OUTLOOK

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

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

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

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

1.4 INDIAN LOGISTICS INDUSTRY SCENARIO

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

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

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

SECTION 2: PERFORMANCE REVIEW2.1 Operations:

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

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

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

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

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

2.2 Recognition:

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

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

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

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

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

Ý "Scale of Scale" at the Cll SCALE Awards 2022.

2.3 Business development and Encirclement:

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

SECTION 3: TECHNOLOGY:

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

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

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

Software Suite and Technology Ecosystem

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

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

• Trace: Spare parts logistics and warehouse management solution

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

• Visibility: Inventory management solution

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

Cutting Edge Tech Engagements: Augmented Reality, Automation

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

Improving Customer Experience with Real Time Visibility:

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

Technology to Improve Operational Processes:

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

SECTION 4: FINANCE:

4.1 Financial Performance

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

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

4.2 Financing Initiatives:

Debt capital financing:

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

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

Other updates:

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

SECTION 5: HUMAN RESOURCE

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

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

SECTION 6: CORPORATE GOVERNANCE

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

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

SECTION 7: ESG AND CSR

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

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

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

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

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

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

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

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

DIVIDEND

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

TRANSFER TO RESERVES

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

PROSPECTS

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

MATERIAL CHANGES AND COMMITMENTS

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

CONSOLIDATED FINANCIAL STATEMENTS

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

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

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

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

SHARE CAPITAL

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

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

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

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

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

INITIAL PUBLIC OFFER

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

Opportunities Funds.

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

Your Directors recommend the re-appointment of above Directors.

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

INTERNAL AUDITORS

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

BOARD MEETINGS

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

ANNUAL RETURN

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

SECRETARIAL AUDIT

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

AUDIT COMMITTEE

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

VIGIL MECHANISM /WHISTLE BLOWER POLICY

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

NOMINATION AND REMUNERATION COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

DEPOSITS

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

LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

INDEPENDENT DIRECTORS

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

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

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

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

EVALUATION OF BOARD /BOARD COMMITTEES

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

PARTICULARS OF EMPLOYEES

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

INTERNAL FINANCIAL CONTROLS

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

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

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

ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

MAINTENANCE OF COST RECORDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

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

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

The details of the foreign exchange earnings and outgo are:

in crores)

Foreign exchange earnings - 78.16 Foreign exchange outgo - 13.72

MANAGEMENT INCENTIVE PLAN

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

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

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

OTHER DISCLOSURES

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

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

For and on behalf of the Board

Place: Chennai Date:

S Mahalingam (DIN:00121727) Chairman