అకౌంట్స్ గమనికలుTVS Holdings Ltd.

Mar 31, 2026

n) Provisions and contingent liabilities

i) Provision:

A provision is recorded when the Company has a present legal or constructive obligation as a result of past events and it
is probable that an outflow of resources will be required to settle the obligation and the amount can be reasonably estimated.

Provisions are evaluated at the present value of management''s best estimate of the expenditure required to settle the present
obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the
provision due to the passage of time is recognised as interest expenses.

ii) Contingent liabilities:

Wherever there is a 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 entity or a present
obligation that arises from past events but is not recognised because (a) it is not probable that an outflow of resources
embodying economic benefits will be required to settle the obligation; or (b) the amount of the obligation cannot be measured
with sufficient reliability are considered as contingent liability. Show cause notices are not considered as Contingent Liabilities
unless converted into demand.

o) Segment reporting:

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker.

p) Leases

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for
use by the Company. Contracts may contain both lease and non-lease components. The Company allocates the consideration
in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of buildings
for which the Company is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these
as a single lease component.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:

• fixed payments (including in-substance fixed payments), less any lease incentives receivable

• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement
date

• amounts expected to be payable by the Company under residual value guarantees

• the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and

• payments of penalties for terminating the lease, if the lease term reflects the Company exercising that option

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The
lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is
generally the case for leases in the Company, the lessee''s incremental borrowing rate is used, being the rate that the individual
lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar
economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Company:

• where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to

• reflect changes in financing conditions since third party financing was received

• uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Company

• which does not have recent third party financing, and

• makes adjustments specific to the lease, e.g. term, country, currency and security.

The Company is exposed to potential future increases in variable lease payments based on an index or rate, which are not included
in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease
liability is reassessed and adjusted against the right-of-use asset. Lease payments are allocated between principal and finance
cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on
the remaining balance of the liability for each period.

Variable lease payments that depend on sales are recognised in profit or loss in the period in which the condition that triggers
those payments occurs.

Right-of-use assets are measured at cost comprising the following:

• the amount of the initial measurement of lease liability

• any lease payments made at or before the commencement date less any lease incentives received

• any initial direct costs, and

• restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset''s useful life and the lease term on a straight-line basis.
If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset''s
useful life.

Payments associated with short-term leases of equipment and all leases of low-value assets are recognised on a straight-line basis
as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise
IT equipment and small items of office furniture.

q) Cash and Cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand, deposits held
at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts.
Bank overdrafts are shown within financial liabilities in the Balance Sheet.

r) Trade receivables

Trade receivables are measured at their transaction price on initial recognition, unless it contains a significant financing component
or pricing adjustments embedded in the contract in which cases, it is recognised at fair value. Trade receivables are held with the
objective of collecting the contractual cashflows and therefore are subsequently measured at amortised cost less allowance for
expected credit loss.

s) Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the
asset or transfer the liability takes place either:

a) In the principal market for the asset or liability, or

b) In the absence of a principal market, in the most advantageous market for the asset or liability

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their best economic interest. A fair value measurement of a non-financial
asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use
or by selling it to another market participant that would use the asset in its highest and best use.

The valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value,
maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs are used. All assets and liabilities
for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy

t) Investments and Other financial assets

i) Classification:

The Company classifies its financial assets in the following categories:

• Those to be measured subsequently at fair value (either through other comprehensive income, or through statement of
profit and loss), and

• Those measured at amortised cost

The classification depends on the entity''s business model for managing the financial assets and the contractual terms of the
cash flow.

ii) Measurement:

At initial recognition, the Company measures a financial asset at its fair value plus (in the case of a financial asset not a fair
value through profit or loss) transaction costs that are directly attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at fair value through profit or loss are expensed in the Statement of Profit and Loss.

(i) Amortised Cost:

Assets that are held for collection of contractual cash flows where those cash flows represent Solely Payments of
Principal and Interest (SPPI) are measured at amortised cost. A gain or loss on debt instrument that is subsequently
measured at amortised cost and is not part of a hedging relationship is recognised in the Statement of Profit and Loss
when the asset is de-recognised or impaired. Interest income from these financial assets is included in finance income
using the effective interest rate method.

(ii) Fair value through other comprehensive income (FVTOCI):

Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets'' cash
flows represent solely payments of principal and interest, are measured at FVTOCI. Movements in the carrying amount
are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange
gains and losses which are recognised in profit and loss.

(iii) Fair Value through profit or loss:

Assets that do not meet the criteria for amortised cost or Fair Value through Other Comprehensive Income (FVOCI) are
measured at Fair Value through Profit or Loss (FVTPL). A gain or loss on a debt instrument that is subsequently measured
at fair value through profit or loss and is not part of a hedging relationship is recognised in profit or loss and presented
in the statement of profit and loss within Other Income in the period in which it arises. Interest income from these financial
assets is included in other income.

(iv) Equity Instruments:

Subsequent to initial recognition, the Company measures all investments in equity (except of the subsidiaries / associates)
at fair value. Where the company''s management has elected to present fair value gains and losses on equity investments
in other comprehensive income, there will be no subsequent reclassification of fair value gains and losses to profit or loss.
Dividends from such investments are recognised in the Statement of Profit and Loss as other income when the Company''s
right to receive payments is established.

Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported
separately. Where the Company elects to measure fair value through profit or loss, changes in the fair value of such
financial assets are recognised in the statement of profit and loss.

Investment in subsidiaries / associates:

Investment in subsidiaries / associates are measured at cost less provision for impairment.

(v) Impairment of financial assets:

The Company assesses on a forward-looking basis the expected credit losses associated with its assets carried at
amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been
a significant increase in credit risk. Note 31(A) details how the company determines whether there has been a significant
increase in credit risk.

For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which
requires expected credit losses to be recognised from initial recognition of the receivables.

(vi) De-recognition of financial assets:

A financial asset is derecognised only when:

The Company has transferred the rights to receive cash flows from the financial asset or

The Company retains the contractual rights to receive the cash flows of the financial asset, but expects a contractual
obligation to pay the cash flows to one or more recipients.

Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and
rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not
transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of
the financial asset, the financial asset is derecognised, if the Company has not retained control of the financial asset.
Where the company retains control of the financial asset, the asset is continued to be recognised to the extent of
continuing involvement in the financial asset.

u) Financial Liabilities

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end
of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost
are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is
included under ''Finance costs''.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense
over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including
all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums
or discounts) through the expected life of the financial liability.

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL. The Company
derecognizes financial liabilities when, and only when, the Company''s obligations are discharged, cancelled or have expired.

Borrowings are initially recognised at fair value, net of transaction cost incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction cost) and the redemption amount is recognised in the
Statement of Profit and Loss over the period of the borrowings, using the effective interest method. Fees paid on the established
loan facilities are recognised as transaction cost of the loan, to the extent that it is probable that some or all the facility will be
drawn down.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired.
The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and
the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in the Statement of Profit
and Loss as other gain / (loss).

v) Borrowing Cost

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset
are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying
assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the period in which they are
incurred.

w) Taxes on income

Tax expense comprises of (i) current tax and (ii) deferred tax.

The income tax expense or credit for the period is the tax payable on the current period''s taxable income based on the applicable
income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax
losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid
to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise
from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset
or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting profit
nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively
enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or
the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilize those temporary
differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and
when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity
has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability
simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

x) Earnings per Share (EPS):

Basic earnings per share is computed by dividing the ''profit attributable to ordinary equity shareholders'' by the weighted average
number of equity shares outstanding during the year.

Diluted earnings per share is computed by dividing the profit after tax as adjusted for dividend, interest and other charges to expense
or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving
basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all
dilutive potential equity shares.

y) Recent Pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time.

The Company has applied the following Ind AS pronouncements pursuant to issuance of the Companies (Indian Accounting Standards)
Second Amendment Rules, 2025 with effect from 1^st April 2025:

(i) Ind AS 7 - Statement of Cash Flows and Ind AS 107 - Financial Instruments: Disclosures: The amendment requires disclosure
of the effects of supplier finance arrangements on the Company''s liabilities, cash flows and exposure to liquidity risk. The
Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact
in its financial statements.

(ii) Lack of exchangeability - Amendments to Ind AS 21:

For annual reporting periods beginning on or after 1 April 2025, Lack of Exchangeability - Amendments to Ind AS 21 The Effects of
Changes in Foreign Exchange Rates specifies how an entity should assess whether a currency is exchangeable and how it should
determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables
users of an entity''s financial statements to understand how the currency not being exchangeable into the other currency affects, or
is expected to affect, the entity''s financial performance, financial position and cash flows.

This amendment did not have a material impact on the Company''s financial statements.

29 EMPLOYEE BENEFIT OBLIGATIONS - (continued)

(iii) Risk exposure

Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform
this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities with high grades and in government
securities. These are subject to interest rate risk and the fund manages interest rate risk with derivatives to minimise risk to an
acceptable level. A portion of the funds are invested in equity securities and in alternative investments which have low correlation with
equity securities. The equity securities are expected to earn a return in excess of the discount rate and contribute to the plan deficit.
The company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed
range. Any deviations from the range are corrected by rebalancing the portfolio. The company intends to maintain the above investment
mix in the continuing years.

Changes in bond yield: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an yields increase
in the value of the plans'' bond holdings.

Inflation risks: In the pension plans, the pensions in payment are not linked to inflation, so this is a less material risk.

Life expectancy: The pension plan obligations are to provide benefits for the life of the member, so increases in life expectancy will
result in an increase in the plan liabilities. This is particularly significant where inflationary increases result in higher sensitivity to
changes in life expectancy.

Defined contribution plans: The Company''s contribution to defined contribution plan i.e., provident fund of $ 0.69 crores (previous
year $ 0.62 crores) has been recognised in the Statement of Profit and Loss

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that
have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the
reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity
securities, contingent consideration and indemnification asset included in level 3.

There are no transfers between levels 1 and 2 during the year.

The company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments.

- the fair value of interest rate swaps is calculated as the present value of estimated cash flows based on observable yield curves.

- the fair value of forward exchange contract and principle only swap is determined using forward exchange rate at the balance sheet date.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

FVTPL - Fair value through statement of Profit and Loss; FVOCI - Fair value through Other Comprehensive Income.

iii) Price risk

The company''s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet either as fair value
through other comprehensive income or at fair value through statement of profit and loss. To manage its price risk from investments in equity securities, the
Company diversifies its portfolio. The impact of the changes in price risk is not material.

32 CAPITAL MANAGEMENT
(a) Risk management

The Company''s objectives in regard to managing capital are

• safeguard its status as a going concern

• to ensure returns to shareholders

• maintain an optimal capital structure to reduce the cost of capital
In order to maintain optimum capital structure, the board may

• increase the capital by fresh issue of shares or

• reduce the dividends paid to shareholders

• sell assets to reduce debt

The Company''s strategy is to maintain an optimum gearing ratio. The gearing ratios were as follows:

(v) Segment Reporting:

Pursuant to becoming a "Core Investment Company -CIC " the Company has two reportable operating segments viz., (a) Automotive Vehicles & Parts
and related Investments and (b) Investment held in Financial services. The Company is providing segment information in consolidated financial results
in accordance with IND AS 108 "Operating Segments".

33 other disclosures - (continued)

(ix) Borrowing costs capitalised :

Borrowing cost capitalised during the period $ Nil (Previous year- Nil)

(x) composite scheme of arrangement:

On February 9, 2022, the board of directors of the Company approved a composite scheme of arrangement (the Scheme) of Sundaram-
Clayton Limited (“Transferee Company” or “Demerged Company”) and TVS Holdings Private Limited (“Transferor Company 1”) and VS
Investments Private Limited (“Transferor Company 2”) and Sundaram-Clayton DCD Limited (“Resulting Company”) subject to necessary
approvals of shareholders, creditors, SEBI, Stock Exchanges, National Company Law Tribunal, Chennai, (NCLT), other governmental
authorities and third parties as may be required.

During the financial year 2022-23, NSE and BSE by their respective letter dated July 29, 2022, issued to the Company have conveyed
their "No Objection" on the Scheme, and based on their No Objection, the Company filed an application with Hon''ble National Company
Law Tribunal, Chennai Bench, (“Hon''ble NCLT”) for approval of the Scheme.

Hon''ble NCLT vide their Order dated November 9, 2022, directed to convene the meetings of the Equity Shareholders, Unsecured
Creditors of the Company, and Secured Creditors of Transferor Company 2, on December 16, 2022 (“NCLT Convened Meeting”) for
their approval. Pursuant to the directions of Hon''ble NCLT, the NCLT Convened Meetings were held, and the resolutions were passed
with requisite majority. Post the approval of the shareholders and creditors, the Company filed a petition with Hon''ble NCLT, and the
Composite Scheme was sanctioned vide its Order dated March 6, 2023.

The Board at its meeting held on March 13, 2023, noted the Hon''ble NCLTs Order and the first part of the Scheme was made effective
on March 14, 2023. The Board also authorised the issuance of bonus NCRPS, by fixations of Record Date as March 24, 2023, for the
purpose of determining the eligible shareholders of the Company. The third part of the scheme was made effective on June 16, 2023.
As part of third part of scheme of arrangement, the carrying value of the assets, liabilities, and reserves of TVS Holding Private Limited
as appearing in the consolidated financial statements of the Company have been recognised in the standalone financial statements of
the TVS Holdings Limited prior to the demerger, which is in accordance with Ind-AS 103, read with Ind AS Transition Facilitation Group
(ITFG). Fourth part of the scheme was made effective on August 4, 2023. The Last part of the scheme was made effective on
August 11, 2023.

(xi) core investment company Registration :

During the financial year ended 31 March 2024 the Company received Certificate of Registration as Core Investment Company ("CIC")
from Reserve Bank of India ("RBI") with CIC code -N-07-00904 to commence / carry on the business of non-banking financial institution
without accepting public deposits subject to the conditions given by RBI. The Company has complied with the conditions stipulated by
RBI while according CIC approval by wounding up the trading business.

The CIN of the Company has been updated as L64200TN1962PLC004792 to reflect the updated business activity code relating to its
business as a Core Investment Company (CIC).

(xii) Acquisitions & Disposals :

During the previous year the company acquired 80.74% stake in Home Credit India Finance Private Limited for a consideration of
$ 554.06 Cr during February 2025 and a further capital was infused by the Company for $44.61 Cr during March 2025. With this the
Company holds 81.04% stake in Home Credit India Finance Private Limited as on 31^st March 2025.

During the year ended 31 March, 2026 ,a further capital of $737.50 Cr was infused by the company. With this the Company holds
80.39% stake in Home Credit India Finance Private Limited.

During the previous year the company has acquired 100% stake in TVS Digital Limited (Formerly known as TVS Housing Limited) on
16^th September, 2024.

During the previous year the company had acquired additional stake of 10.74% in TVS Emerald Limited, formerly known as Emerald
Haven Realty Limited ("EHRL") on 3^rd May 2024 making it a wholly owned subsidiary. During the Quarter ended 31^st December 2024,
the Company sold 100% of it''s stake in EHRL for a consideration of $ 485.85 Cr resulting in a gain of $102.68 Cr.

Notes:

(i) Certain ratios/line items marked with remark "N/A" are not applicable since the Company is a Non-banking financial Company / CIC
registered with the Reserve Bank of India.

(ii) The decrease in Return on Equity (ROE) ratio is primarily attributable to the increase in shareholders'' equity arising from the accumulation
of Retained Earnings, whereas profit for the year remained broadly stable. As a result the growth in equity outpaced the growth in earnings,
leading to a lower ROE compared in the previous year.

(iii) The decrease in “Return on Asset” compared to previous year is driven by increase in average investments during the year.

37A ADDITIONAL REGULATORY INFORMATION FORMING PART OF STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED
MARCH 31^st 2026.

(i) Pursuant to para 2 of general instructions for preparation of financial statements of a NBFC as mentioned in Division III of Schedule III
of The Companies Act, 2013, the current and non-current classification has not been provided.

(ii) No proceedings have been initiated or pending against the Company for holding any Benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder

(iii) The Company has adhered to debt repayment and interest service obligations on time. "Wilful defaulter" related disclosures required
as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable / do not apply.

(iv) The Company has not granted Loans or Advances in the nature of loan to any promoters, Directors, KMPs and the related parties (As
per Companies Act, 2013) , which are repayable on demand or without specifying any terms or period of repayments.

(v) As per the Company''s accounting policy, Property, Plant and Equipment (including Right of Use Assets) and intangible assets are
carried at historical cost (less accumulated depreciation & impairment, if any), hence the revaluation related disclosures required as
per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable / do not apply.

(vi) The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies
Act, 1956.

(vii) The Company does not deal with virtual currency

(viii) The Company is in compliance with the number of layers prescribed under clause (87) of Section 2 of the Act read with the Companies
(Restriction on number of Layers) Rules, 2017. In case of any change, the same has been intimated to RBI as per the applicable
regulations.

(ix) There have been no events after the reporting date that require disclosure in the Financial Statements.

(x) a) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from

borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity,
including foreign entity (“Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary

shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or
entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.

(xi) The Company has not sanctioned facilities from banks on the basis of security of current assets

(xii) The Company has no charges or satisfaction yet to be registered with ROC beyond the statutory period.

(xiii) The Title deeds of the immovable properties (other than properties where the Company is the lessee and the lease agreements are

duly executed in favour of the lessee) are held in the name of the Company

37B DISCLOSURE REQUIRED AS PER RBI GUIDELINES / CIRCULARS

Disclosures required under both the Reserve Bank of India (Non-Banking Financial Companies - Financial Statements: Presentation and
Disclosures) Directions, 2025 ("NBFC Financial Statement Disclosure Directions") and Reserve Bank of India (Core Investment Companies)
Directions, 2025 ("CIC Master Directions") have been furnished.

In cases where certain disclosures are not required under the NBFC Regulations but are mandated under the CIC Master Directions, have
also been appropriately included

I) Disclosure as required by RBI Circular RBI/DOR/2025-26/359 DOR.FIN.REC.No.278/21.04.018/2025-26 dated 28^th November 2025
(NBFC Financial Statement Disclosure Directions)

Refer Note 1 to 22 for disclosure those are applicable and relevant as per above circular
1) Exposure

Exposure to Real Estate sector, both Direct and Indirect

The Company does not have any lending exposure to real estate sector in the current year as well as previous year.

The company does not have any exposure for the items required in Sl no. (ii) to (ix) of the circular in both the years.

Sectoral Exposures - The Company is not into lending activity and hence the exposure is NIL in both the years.

Intra-Group Exposures - The Company does not have any intra group loan exposure in both the years. For intra-group Investment
exposure, please refer to note 5 of the Balance Sheet.

Unhedged Foreign Currency exposure - The Company does not have any unhedged foreign currency exposure

2) Related Party Disclosure

For Disclosure - Refer Annexure B - Related Party Transactions

3) Disclosure of complaints

Summary information on complaints received by the NBFCs from customers and the offices of Ombudsman

The company does not have any customer interface and hence this disclosure is not applicable for it.

Top five grounds of complaints received by the NBFCs from customers

The company does not have any customer interface and hence this disclosure is not applicable for it.

(vi) Institutional set-up for Liquidity Risk Management

The Company constituted an Asset Liability management committee as guideline issued by RBI to NBFCs. ALCO consists of members
having requisite skill set and expertise of the business & sector of the Company. ALCO monitors asset liability mismatches to ensure that
there are no excessive imbalances on either side of the balance sheet and also reviews Asset Liability Management strategy. The borrowing
strategy of the Company has always been in tandem with assets composition with appropriate consideration for mitigation of interest rate
and liquidity risk. The Asset Liability Committee constantly reviews and monitors the funding mix and ensures the optimum mix of funds
based on the cash flow requirements, market conditions and keeping the interest rate view in consideration. The company has put in place
robust processes to monitor and manage liquidity risks. ALCO supervises the liquidity management of the Company at regular intervals.
The Company has taken various initiatives to raise funds at the cost commensurate with its rating by way of diversified mix of borrowings
with respect to the source, type of instrument, tenor and nature of security.

5) Summary of Significant accounting policies

Refer Material Accounting Policy Note No. 1 to Financial Statements

II) Disclosure as required by RBI Circular RBI/DOR/2025-26/367 DOR.FIN.ERC.No.297/03-10-119/2025-26 dated 28^th November, 2025
(CIC Master Directions)

Refer Note 1 to 5 for disclosures applicable as per CIC Master Directions and not specifically covered under RBI Circular RBI/DOR/2025-
26/359 DOR.FIN.REC.No.258/03.10.119/2025-26 dated 28^th November 2025.

---

Mar 31, 2025

(c) (i) Rights and preferences attached to equity share:

Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the assets of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act 2013.

There are no restrictions attached to equity shares.

(ii) Rights attached to NCRPS share:

The NCRPS do not have voting rights other than in respect of matters directly affecting it, the NCRPS redeemed along with coupon at the end of 1 year from the date of allotment.

Refer Statement of Changes in Equity Securities Premium:

The reserve represents premium on issue of shares. It will be utilised in accordance with the provisions of the Companies Act, 2013. Statutory Reserves:

According to Section 45 - IC of the Reserve Bank of India Act, 1934, the Company transfers a sum not less than 20% of its net profit every year as disclosed in the statement of Profit and Loss to the Statutory reserves before declaration of any dividend .

Retained Earnings:

Represents Company''s cumulative undistributed earnings since its inception. This is available for distribution to Shareholders through dividends/capitalisation.

(iii) Risk exposure

Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below: Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities with high grades and in government securities. These are subject to interest rate risk and the fund manages interest rate risk with derivatives to minimise risk to an acceptable level. A portion of the funds are invested in equity securities and in alternative investments which have low correlation with equity securities. The equity securities are expected to earn a return in excess of the discount rate and contribute to the plan deficit. The company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The company intends to maintain the above investment mix in the continuing years.

Changes in bond yield: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an yields increase in the value of the plans'' bond holdings.

Inflation risks: In the pension plans, the pensions in payment are not linked to inflation, so this is a less material risk.

Life expectancy: The pension plan obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan liabilities. This is particularly significant where inflationary increases result in higher sensitivity to changes in life expectancy.

Defined contribution plans: The Company had contributed $ 3.63 crores to defined contribution plan in the previous year which was recognised in the Statement of Profit and Loss.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

There are no transfers between levels 1 and 2 during the year.

The company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments.

- the fair value of interest rate swaps is calculated as the present value of estimated cash flows based on observable yield curves.

- the fair value of forward exchange contract and principle only swap is determined using forward exchange rate at the balance sheet date.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

FVTPL - Fair value through statement of Profit and Loss; FVOCI - Fair value through Other Comprehensive Income.

37 other disclosures - (continued)

(ix) Borrowing costs capitalised :

Borrowing cost capitalised during the period Rs. Nil (Previous year- Nil)

(x) composite scheme of arrangement:

On February 9, 2022, the board of directors of the Company approved a composite scheme of arrangement (the Scheme) of Sundaram-Clayton Limited (“Transferee Company” or “Demerged Company”) and TVS Holdings Private Limited (“Transferor Company 1”) and VS Investments Private Limited (“Transferor Company 2”) and Sundaram-Clayton DCD Limited (“Resulting Company”) subject to necessary approvals of shareholders, creditors, SEBI, Stock Exchanges, National Company Law Tribunal, Chennai, (NCLT), other governmental authorities and third parties as may be required.

During the financial year 2022-23, NSE and BSE by their respective letter dated July 29, 2022, issued to the Company have conveyed their "No Objection" on the Scheme, and based on their No Objection, the Company filed an application with Hon''ble National Company Law Tribunal, Chennai Bench, (“Hon''ble NCLT”) for approval of the Scheme.

Hon''ble NCLT vide their Order dated November 9, 2022, directed to convene the meetings of the Equity Shareholders, Unsecured Creditors of the Company, and Secured Creditors of Transferor Company 2, on December 16, 2022 (“NCLT Convened Meeting”) for their approval. Pursuant to the directions of Hon''ble NCLT, the NCLT Convened Meetings were held, and the resolutions were passed with requisite majority. Post the approval of the shareholders and creditors, the Company filed a petition with Hon''ble NCLT, and the Composite Scheme was sanctioned vide its Order dated March 6, 2023.

The Board at its meeting held on March 13, 2023, noted the Hon''ble NCLTs Order and the first part of the Scheme was made effective on March 14, 2023. The Board also authorised the issuance of bonus NCRPS, by fixations of Record Date as March 24, 2023, for the purpose of determining the eligible shareholders of the Company. The third part of the scheme was made effective on June 16, 2023. As part of third part of scheme of arrangement, the carrying value of the assets, liabilities, and reserves of TVS Holding Private Limited as appearing in the consolidated financial statements of the Company have been recognised in the standalone financial statements of the TVS Holdings Limited prior to the demerger, which is in accordance with Ind-AS 103, read with Ind AS Transition Facilitation Group (ITFG). Fourth part of the scheme was made effective on August 4, 2023. The Last part of the scheme was made effective on August 11, 2023.

(xi) core investment company Registration :

During the financial year ended 31^st March, 2024 the Company received Certificate of Registration as Core Investment Company ("CIC") from Reserve Bank of India ("RBI") with CIC code -N-07-00904 to commence / carry on the business of non-banking financial institution without accepting public deposits subject to the conditions given by RBI. The Company has complied with the conditions stipulated by RBI while according CIC approval by wounding up the trading business.

The CIN of the Company has been updated as L64200TN1962PLC004792 to reflect the updated business activity code relating to its business as a Core Investment Company (CIC)

(xii) Acquisitions & Disposals :

The Company had acquired additional stake of 10.74% in TVS Emerald Limited, formerly known as Emerald Haven Realty Limited (“EHRL”) on 3^rd May, 2024 making it a wholly owned subsidiary. During the Quarter ended 31^st December, 2024, the Company sold 100% of it''s stake in EHRL for a consideration of $ 485.85 Cr resulting in a gain of $ 102.68 Cr.

The Company has acquired 100% stake in TVS Digital Limited (Formerly known as TVS Housing Limited) on 16^th September, 2024.

The Company acquired 80.74% stake in Home Credit India Finance Private Limited for a consideration of $ 554.06 Cr during January 25 and a further capital was infused by the Company for $ 44.61 Cr during Mar''25. With this the Company holds 81.04% stake in Home Credit India Finance Private Limited as on 31^st March, 2025.

41A ADDITIONAL REGULATORY INFORMATION FORMING PART OF STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31^st 2025.

(i) Pursuant to para 2 of general instructions for preparation of financial statements of a NBFC as mentioned in Division III of Schedule III of The Companies Act, 2013, the current and non-current classification has not been provided.

(ii) No proceedings have been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder

(iii) The Company has adhered to debt repayment and interest service obligations on time. "Wilful defaulter" related disclosures required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable / do not apply.

(iv) The Company has not granted Loans or Advances in the nature of loan to any promoters, Directors, KMPs and the related parties (As per Companies Act, 2013) , which are repayable on demand or without specifying any terms or period of repayments.

(v) As per the Company''s accounting policy, Property, Plant and Equipment (including Right of Use Assets) and intangible assets are carried at historical cost (less accumulated depreciation & impairment, if any), hence the revaluation related disclosures required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable / do not apply.

(vi) The Company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

(vii) The Company does not deal with virtual currency

(viii) The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017. In case of any change, the same has been intimated to RBI as per the applicable regulations.

(ix) There have been no events after the reporting date that require disclosure in the Financial Statements.

(x) a) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from

borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

b) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(xi) The Company has not sanctioned facilities from banks on the basis of security of current assets

(xii) The Company has no charges or satisfaction yet to be registered with ROC beyond the statutory period.

(xiii) The Title deeds of the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company

41B DISCLOSURE REQUIRED AS PER RBI GUIDELINES / CIRCULARS

Disclosures required under both the Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("Scale Based Regulations") and Core Investment Companies (Reserve Bank) Directions, 2016 ("CIC Master Directions") have been furnished. In cases where certain disclosures are not required under the NBFC Scale Based Regulations but are mandated under the CIC Master Directions, have also been appropriately included.

1) Disclosure as Required by RBI Circular RBI/DOR/2023-24/106 DOR.FIN.REC.NO.45/03.10.119/2023-24 dated 19^th October 2023 (NBFC-Scale Base Regulation) and as updated from time to time

Refer Annexure 1 to Annexure 6 for disclosure those are applicable and relevant as per above circular.

2) Disclosure as required under Annexure V of Master Direction - Core Investment Companies (Reserve Bank) Direction, 2016 Annexure V

Refer Annexure 7 for disclosure applicable as per CIC Master Guidelines and not specifically covered under RBI CIRCULAR RBI/DOR/ 2023-24/106 DOR.FIN.REC.NO.45/03.10.119/2023-24 dated 19^th October 2023.

(vi) Institutional set-up for Liquidity Risk Management

The Company constituted an Asset Liability management committee as guideline issued by RBI to NBFCs. ALCO consists of members having requisite skill set and expertise of the business & sector of the Company. ALCO monitors asset liability mismatches to ensure that there are no excessive imbalances on either side of the balance sheet and also reviews Asset Liability Management strategy. The borrowing strategy of the Company has always been in tandem with assets composition with appropriate consideration for mitigation of interest rate and liquidity risk. The Asset Liability Committee constantly reviews and monitors the funding mix and ensures the optimum mix of funds based on the cash flow requirements, market conditions and keeping the interest rate view in consideration. The company has put in place robust processes to monitor and manage liquidity risks. ALCO supervises the liquidity management of the Company at regular intervals. The Company has taken various initiatives to raise funds at the cost commensurate with its rating by way of diversified mix of borrowings with respect to the source, type of instrument, tenor and nature of security.

Disclosures to the financial statements as per Annexure VI (Appendix VI-B and Appendix VI-C)

For Disclosure as per Appendix VI-B refer Annexure A - Maturity Pattern of Assets and Liabilities

Interest Rate risk as required by Appendix VI-C

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. For short term borrowings the marginal cost of lending rate of the bank is followed. The Company does not have exposure to the risk of changes in market interest rate for the financial year ended 31^st March 2025, as it has debt obligations with fixed interest rates, which are measured at amortised cost.

Disclosure on Sectoral Exposures - The Company is not into lending activity and hence the exposure is NIL in both the years Disclosure on Intra-Group Exposures-

The Company does not have any intra group loan exposure in both the years. For intra-group Investment exposure, please refer to note 5 of the Balance Sheet.

Unhedged Foreign Currency exposure - The Company does not have any unhedged foreign currency exposure

2) Related Party Disclosure

For Disclosure under Annexure VII Section I Refer Annexure B - Related Party Transactions

3) Disclosure of complaints

Summary information on complaints received by the NBFCs from customers and the offices of Ombudsman

The Company does not have any customer interface and hence this disclosure is not applicable for it.

Top five grounds of complaints received by the NBFCs from customers

The Company does not have any customer interface and hence this disclosure is not applicable for it.

42 Previous year''s figures have been regrouped wherever necessary to conform to the current year''s classification.

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Mar 31, 2024

(i) Rights and preferences attached to equity share:

Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the assets of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act 2013.

There are no restrictions attached to equity shares.

(ii) Rights attached to NCRPS share:

The NCRPS do not have voting rights other than in respect of matters directly affecting it, The NCRPS will be redeemed along with coupon at the end of 1 year from the date of allotment.

Securities Premium:

This represents premium on issue of shares. It will be utilised in accordance with the provisions of the Companies Act, 2013.

Statutory Reserves:

According to Section 45 - IC of the Reserve Bank of India Act, 1934, the Company transfers a sum not less than 20% of its net profit every year as disclosed in the statement of Profit and Loss and before declaration of any dividend to the Statutory reserves.

Retained Earnings:

Represents Company''s cumulative undistributed earnings since its inception. This is available for distribution to Shareholders through dividends / capitalisation.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied when calculating the defined benefit liability recognised in the balance sheet.

(iii) Risk exposure

Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below:

Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities with high grades and in government securities. These are subject to interest rate risk and the fund manages interest rate risk with derivatives to minimise risk to an

acceptable level. A portion of the funds are invested in equity securities and in alternative investments which have low correlation with equity securities. The equity securities are expected to earn a return in excess of the discount rate and contribute to the plan deficit. The company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The company intends to maintain the above investment mix in the continuing years.

Changes in bond yield: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an yields increase in the value of the plans'' bond holdings.

Inflation risks: In the pension plans, the pensions in payment are not linked to inflation, so this is a less material risk.

Life expectancy: The pension plan obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan liabilities. This is particularly significant where inflationary increases result in higher sensitivity to changes in life expectancy.

Defined contribution plans: The Company''s contribution to defined contribution plan i.e., provident fund of $ 3.63 crores (previous year Rs.6.75 crores) has been recognised in the Statement of Profit and Loss.

(i) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

There are no transfers between levels 1 and 2 during the year.

The company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of interest rate swaps is calculated as the present value of estimated cash flows based on observable yield curves.

- the fair value of forward exchange contract and principle only swap is determined using forward exchange rate at the balance sheet date.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

FVTPL - Fair value through statement of Profit and Loss; FVOCI - Fair value through Other Comprehensive Income.

iii) Price risk

The company''s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet either as fair value through other comprehensive income or at fair value through statement of profit and loss. To manage its price risk from investments in equity securities, the Company diversifies its portfolio. The impact of the changes in price risk is not material.

(ix) Borrowing costs capitalised :

Borrowing cost capitalised during the year $ Nil (Previous year- $ 0.89 Cr)

The capitalisation rate used to determine borrowing costs to be capitalised is weighted average interest rate for the previous year 8.20%.

(x) Composite scheme of arrangement:

On February 9, 2022, the board of directors of the Company approved a composite scheme of arrangement (the Scheme) of Sundaram-Clayton Limited (“Transferee Company” or “Demerged Company”) and TVS Holdings Private Limited (“Transferor Company 1”) and VS Investments Private Limited (“Transferor Company 2”) and Sundaram-Clayton DCD Limited (“Resulting Company”) subject to necessary approvals of shareholders, creditors, SEBI, Stock Exchanges, National Company Law Tribunal, Chennai, (NCLT), other governmental authorities and third parties as may be required.

During the previous year, NSE and BSE by their respective letter dated July 29, 2022, issued to the Company have conveyed their "No Objection" on the Scheme, and based on their No Objection, the Company filed an application with Hon''ble National Company Law Tribunal, Chennai Bench, (“Hon''ble NCLT”) for approval of the Scheme.

Hon''ble NCLT vide their Order dated November 9, 2022, directed to convene the meetings of the Equity Shareholders, Unsecured Creditors of the Company, and Secured Creditors of Transferor Company 2, on December 16, 2022 (“NCLT Convened Meeting”) for their approval. Pursuant to the directions of Hon''ble NCLT, the NCLT Convened Meetings were held, and the resolutions were passed with requisite majority. Post the approval of the shareholders and creditors, the Company filed a petition with Hon''ble NCLT, and the Composite Scheme was sanctioned vide its Order dated March 6, 2023.

The Board at its meeting held on March 13, 2023, noted the Hon''ble NCLTs Order and the first part of the Scheme was made effective on March 14, 2023. The Board also authorised the issuance of bonus NCRPS, by fixations of Record Date as March 24, 2023, for the purpose of determining the eligible shareholders of the Company. The third part of the scheme was made effective on June 16, 2023. As part of third part of scheme of arrangement, the carrying value of the assets, liabilities, and reserves of TVS Holding Private Limited as appearing in the consolidated financial statements of the Company have been recognised in the standalone financial statements of the TVS Holdings Limited prior to the demerger, which is in accordance with Ind-AS 103, read with Ind AS Transition Facilitation Group (ITFG). Fourth part of the scheme was made effective on August 4, 2023. The Last part of the scheme was made effective on August 11, 2023.

Effective 11^th August 2023, Sundaram- Clayton (USA) Limited, USA, Sundaram- Clayton GmbH, Germany, Sundaram Holdings USA Inc., USA and its four subsidiaries were ceased as subsidiaries of the Company pursuant to the demerger of Demerged Undertaking (as defined in the scheme) into Sundaram-Clayton DCD Limited ("Resulting Company ") now known as Sundaram-Clayton Limited as part of the Composite Scheme of Arrangement sanctioned by the Hon''ble National Company Law Tribunal, Chennai.

(xi) Core Investment Company Registration :

During the quarter ended 31 March 2024 the Company received Certificate of Registration as Core Investment Company ("CIC'''') from Reserve Bank of India ("RBI'''') with CIC code -N-07-00904 to commence / carry on the business of non-banking financial institution without accepting public deposits subject to the conditions given on the reverse.

41 Additional notes forming part of Standalone Financial Statements for the year ended March 31, 2024.

(i) Pursuant to para 2 of general instructions for preparation of financial statements of a NBFC as mentioned in Division III of Schedule III of The Companies Act, 2013, the current and non-current classification has not been provided.

(ii) The Company has no transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

(iii) The Company does not deal with virtual currency.

(iv) The Company is in compliance with the number of layers prescribed under clause (87) of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

(v) The Company has acquired additional stake of 10.74% in Emerald Haven Realty Limited, Subsidiary thereby the shareholding of the Company in Emerald Haven Realty Limited has increased from 89.26% to 100% consequent to which, EHRL has become a wholly owned subsidiary of the Company.

(vi) As per the Company''s accounting policy, Property, Plant and Equipment (including Right of Use Assets) and intangible assets are carried at historical cost (less accumulated depreciation & impairment, if any), hence the revaluation related disclosures required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable / do not apply

(vii) The Company has not granted Loans or Advances in the nature of loan to any promoters, Directors, KMPs and the related parties (As per Companies Act, 2013) , which are repayable on demand or without specifying any terms or period of repayments.

(viii) No proceedings have been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(ix) The Company has sanctioned facilities from banks on the basis of security of current assets. The periodic returns filed by the Company with such banks are in agreement with the books of accounts of the Company.

(x) The Company has adhered to debt repayment and interest service obligations on time. "Wilful defaulter" related disclosures required as per Additional Regulatory Information of Schedule III (revised) to the Companies Act, is not applicable / do not apply

(xi) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(xii) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Schedule to the Balance Sheet of a non-deposit taking Core Investment company (as required in terms of Annex II as amended from time to time of Systemically Important Core Investment Company (Reserve Bank) Directions, 2016)

The Company has obtained for CIC registration in the current year and therefore the disclosures for the previous financial year FY 22-23 in the foregoing tables/sections is not provided as the same is not applicable.

# The Reserve Bank of India (RBI) vide its circular no. RBI/2021-2022/125 DOR.STR.REC.68/21.04.048/2021-22, dated November 12, 2021 on "Prudential norms on Income Recognition, Asset Classification and Provisioning (IRACP) pertaining to Advances - Clarifications", had clarified / harmonized certain aspects of extant regulatory guidelines with a view to ensuring uniformity in the implementation of IRACP norms across all lending institutions. The Company has since taken necessary steps to implement the provisions of this circular under IRACP norms for regulatory purpose. The aforementioned circular has no impact on the financial results for the quarter and year ended March 31, 2024, as the Company continues to prepare financial statements in accordance with Indian Accounting Standards (''Ind AS'') notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended and the RBI circular dated March 13, 2020 on "Implementation of Indian Accounting Standards.

(vi) Institutional set-up for Liquidity Risk Management

The Company constituted an Asset Liability management committee as guideline issued by RBI to NBFCs. ALCO consists of members having requisite skill set and expertise of the business & sector of the Company. ALCO monitors asset liability mismatches to ensure that there are no excessive imbalances on either side of the balance sheet and also reviews Asset Liability Management strategy. The borrowing strategy of the Company has always been in tandem with assets composition with appropriate consideration for mitigation of interest rate and liquidity risk. The Asset Liability Committee constantly reviews and monitors the funding mix and ensures the optimum mix of funds based on the cash flow requirements, market conditions and keeping the interest rate view in consideration. The company has put in place robust processes to monitor and manage liquidity risks. ALCO supervises the liquidity management of the Company at regular intervals.

The Company has taken various initiatives to raise funds at the cost commensurate with its rating by way of diversified mix of borrowings with respect to the source, type of instrument, tenor and nature of security. The Company has raised subordinated debt (Tier II) to the extent of Rs.600 Crores with participation from Assets Management Companies and maiden investment by leading Insurance Companies during year ended March 31,2023.

(vii) Disclosure on Liquidity Coverage Ratio ( LCR )

The Liquidity Coverage Ratio (LCR) is a key compliance requirement for NBFCs. Its objective is to ensure short-term resilience of the liquidity risk profile of the NBFCs by way of maintenance of adequate High Quality Liquid Assets (HQLA) to survive a significant financial/ economic stress scenario lasting for thirty days period. The Company is maintaining adequate liquidity to manage its commitments. Additionally, the Company has unutilized sanctioned lines of credits from banks to meet liquidity needs.

Disclosure pursuant to Scale Based Regulation (SBR) disclosure requirements vide notification no. RBI/2021-22/112 DOR.CRE.REC.No.60/ 03.10.001/2021-22:

The Statutory Auditors have not expressed any modified opinion on the financial statement for the year ended March 31,2024.

42 Previous year''s figures have been regrouped wherever necessary to conform to the current year''s classification.

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Mar 31, 2023

(c) (i) Rights and preferences attached to equity share:

Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the assets of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act 2013.

There are no restrictions attached to equity shares.

(ii) Rights attached to NCRPS share:

The NCRPS do not have voting rights other than in respect of matters directly affecting it. The NCRPS will be redeemed along with coupon at the end of 1 year from the date of allotment.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied when calculating the defined benefit liability recognised in the balance sheet.

(iii) Risk exposure

Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below:

Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities with high grades and in government securities. These are subject to interest rate risk and the fund manages interest rate risk with derivatives to minimise risk to an acceptable level. A portion of the funds are invested in equity securities and in alternative investments which have low correlation with equity securities. The equity securities are expected to earn a return in excess of the discount rate and contribute to the plan deficit. The company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The company intends to maintain the above investment mix in the continuing years.

Changes in bond yield: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an yields increase in the value of the plans'' bond holdings.

Inflation risks: In the pension plans, the pensions in payment are not linked to inflation, so this is a less material risk.

Life expectancy: The pension plan obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan liabilities. This is particularly significant where inflationary increases result in higher sensitivity to changes in life expectancy.

Defined contribution plans: The Company''s contribution to defined contribution plan i.e., provident fund of $ 6.75 crores (previous year $ 6.68 crores) has been recognised in the Statement of Profit and Loss.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

There are no transfers between levels 1 and 2 during the year.

The company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of interest rate swaps is calculated as the present value of estimated cash flows based on observable yield curves.

- the fair value of forward exchange contract and principle only swap is determined using forward exchange rate at the balance sheet date.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

FVTPL - Fair value through statement of Profit and Loss; FVOCI - Fair value through Other Comprehensive Income.

(i) Contingent liabilities
	Details	31-Mar-23	31-Mar-22
	(i) Claims against the company not acknowledged as debt
	- Income tax	7.94	4.35
	- Service tax / Excise	-	0.58
	- Value Added Tax	0.19	0.19
	- Goods and Service Tax #	59.94	-
	(ii) Guarantees excluding Financial Guarantees	-	0.59
	(iii) Other money for which the Company is contingently liable	4.47	6.03
	Total	72.54	11.74

(ix) Borrowing costs capitalised :

Borrowing cost capitalised during the year $ 0.89 Cr (Previous year- $ 0.50 Cr)

The capitalisation rate used to determine borrowing costs to be capitalised is weighted average interest rate of 8.20%

(x) Composite scheme of arrangement:

On February 9, 2022, the board of directors of the Company approved a composite scheme of arrangement (the Scheme) of Sundaram-Clayton Limited (“Transferee Company” or “Demerged Company”) and TVS Holdings Private Limited (“Transferor Company 1”) and VS Investments Private Limited (“Transferor Company 2”) and Sundaram-Clayton DCD Limited (“Resulting Company”) subject to necessary approvals of shareholders, creditors, SEBI, Stock Exchanges, National Company Law Tribunal, Chennai, (NCLT), other governmental authorities and third parties as may be required.

During the year under review, NSE and BSE by their respective letter dated July 29, 2022, issued to the Company have conveyed their "No Objection" on the Scheme, and based on their No Objection, the Company filed an application with Hon''ble National Company Law Tribunal, Chennai Bench, (“Hon''ble NCLT”) for approval of the Scheme.

Hon''ble NCLT vide their Order dated November 9, 2022, directed to convene the meetings of the Equity Shareholders, Unsecured Creditors of the Company, and Secured Creditors of Transferor Company 2, on December 16, 2022 (“NCLT Convened Meeting”) for their approval. Pursuant to the directions of Hon''ble NCLT, the NCLT Convened Meetings were held, and the resolutions were passed with requisite majority. Post the approval of the shareholders and creditors, the Company filed a petition with Hon''ble NCLT, and the Composite Scheme was sanctioned vide its Order dated March 6, 2023.

The Board at its meeting held on March 13, 2023, noted the Hon''ble NCLTs Order and the first part of the Scheme was made effective on March 14, 2023. The Board also authorised the issuance of bonus NCRPS, by fixations of Record Date as March 24, 2023, for the purpose of determining the eligible shareholders of the Company.

The Company has made an application for seeking listing and trading approvals for the above NCRPS to the Stock Exchanges, and the Company has received the in-principle approval of NSE vide its letter dated April 27, 2023 and the approval from BSE is awaited. Further, the listing and trading approvals will be provided, subject to the relaxation granted by SEBI under sub-rule (7) of Rule 19 of Securities Contract (Regulation) Rules, 1957.

40 Previous year''s figures have been regrouped wherever necessary to conform to the current year''s classification.

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Mar 31, 2019

(c) (i) Rights and preferences attached to equity share:

Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the assets of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act, 2013.

(ii) There are no restrictions attached to equity shares.

Details of securities offered against charge:

(i) Rupee Term Loan I, FCNR(B) & ECB loans:

Secured by first and exclusive charge on specific plant and equipments of the Company.

ECB Loan III : Charge creation is under process.

(ii) Soft loan is repayable in 5 yearly instalments, “from the commencement of sale of the product produced in the commercial plant, or a new producing plant installed on the basis of result of the Technology Development and Demonstration Programme (TDDP) project, whichever is earlier”.

The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied when calculating the defined benefit liability recognised in the balance sheet.

(iii) Risk exposure

Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below: Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. Most of the plan asset investments is in fixed income securities with high grades and in government securities. These are subject to interest rate risk and the fund manages interest rate risk with derivatives to minimise risk to an acceptable level. A portion of the funds are invested in equity securities and in alternative investments which have low correlation with equity securities. The equity securities are expected to earn a return in excess of the discount rate and contribute to the plan deficit. The company has a risk management strategy where the aggregate amount of risk exposure on a portfolio level is maintained at a fixed range. Any deviations from the range are corrected by rebalancing the portfolio. The company intends to maintain the above investment mix in the continuing years.

Changes in bond yield: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an yields increase in the value of the plans’ bond holdings.

Inflation risks: In the pension plans, the pensions in payment are not linked to inflation, so this is a less material risk.

Life expectancy: The pension plan obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plan liabilities. This is particularly significant where inflationary increases result in higher sensitivity to changes in life expectancy.

(i) Fair value hierarchy

This Section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

There are no transfers between levels 1 and 2 during the year.

The company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of interest rate swaps is calculated as the present value of estimated cash flows based on observable yield curves.

- the fair value of forward exchange contract and principle only swap is determined using forward exchange rate at the balance sheet date.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

FVTPL - Fair value through statement of Profit and Loss; FVOCI - Fair value through Other Comprehensive Income

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice. Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at any time in INR and have an average maturity ranging from 30 to 180 days.

(ii) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

a) all non-derivative financial liabilities, and

b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

iii) Price risk

The Company’s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet either as fair value through other comprehensive income or at fair value through statement of profit and loss. To manage its price risk from investments in equity securities, the Company diversifies its portfolio. The impact of the changes in price risk is not material.

(A) Impact of hedging activities

i) Disclosure of effects of hedge accounting on financial position

1 CAPITAL MANAGEMENT

(a) Risk management

The Company’s objectives in regard to managing capital are

- safeguard its status as a going concern

- to ensure returns to shareholders

- to ensure benefits to stakeholders

In order to maintain optimum capital structure, the board may

- increase the capital by fresh issue of shares or

- reduce the same by return to equity holders

- vary the equity by increasing or reducing the quantum of dividend

Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio: Net debt divided by total equity

Gearing ratio refers to the level of a company’s debt compared to its total equity.

2. Previous year’s figures have been regrouped wherever necessary to conform to the current year’s classification.

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Mar 31, 2018

31 FAIR VALUE MEASUREMENTS - (continued)

(i) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

There are no transfers between levels 1 and 2 during the year.

The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of interest rate swaps is calculated as the present value of estimated cash flows based on observable yield curves.

- the fair value of forward exchange contract and principle only swap is determined using forward exchange rate at the balance sheet date.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

FVTPL - Fair value through statement of Profit and Loss; FVOCI - Fair value through Other Comprehensive Income.

(iii) Price risk

The Company''s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet either as fair value through other comprehensive income or at fair value through statement of profit and loss. To manage its price risk from investments in equity securities, the Company diversifies its portfolio. The impact of the changes in price risk is not material.

(D) Impact of hedging activities

i) Disclosure of effects of hedge accounting on financial position

33 CAPITAL MANAGEMENT (a) Risk management

The Company’s objectives in regard to managing capital are

- safeguard its status as a going concern

- to ensure returns to shareholders

- to ensure benefits to stakeholders

In order to maintain optimum capital structure, the board may

- increase the capital by fresh issue of shares or

- reduce the same by return to equity holders

- vary the equity by increasing or reducing the quantum of dividend

Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio: Net debt divided by total equity

Gearing ratio refers to the level of a Company''s debt compared to its total equity.

35 RELATED PARTY DISCLOSURES LIST OF RELATED PARTIES

a) Reporting entity: Sundaram-Clayton Limited, Chennai (SCL)

b) Holding Company T V Sundram Iyengar & Sons Private Limited, Madurai

c) Subsidiary companies (i) TVS Motor Company Limited, Chennai (TVSM)

(ii) Sundaram Auto Components Limited, Chennai - Subsidiary of TVSM

(iii) TVS Housing Limited, Chennai - Subsidiary of TVSM

(iv) TVS Motor Services Limited, Chennai - Subsidiary of TVSM

(v) TVS Credit Services Limited, Chennai (TVSCS) - Subsidiary of TVS Motor Services Limited

(vi) Harita Collection Services Private Limited, Chennai - Subsidiary of TVSCS

(vii) Harita ARC Private Limited, Chennai - Subsidiary of TVSCS

(viii) TVS Micro Finance Private Limited, Chennai - Subsidiary of TVSCS

(ix) TVS Commodity Financial Solutions Private Limited, Chennai - Subsidiary of TVSCS

(x) TVS Two Wheeler Mall Private Limited, Chennai - Subsidiary of TVSCS

(xi) TVS Housing Finance Private Limited, Chennai - Subsidiary of TVSCS

^(xii) Sundaram Holding USA, INC.,Delaware USA - Subsidiary of Sundaram Auto Components Ltd.

(xiii) Green Hills Land Holding LLC, South Carolina, USA - Subsidiary of Sundaram Holding USA, INC. _{( i )} Components Equipment Leasing LLC, South Carolina, USA - Subsidiary of Sundaram Holding

^(xiv) USA, INC.

35 RELATED PARTY DISCLOSURES - (continued)

(xv) Sundaram-Clayton (USA) LLC, South Carolina, USA - Subsidiary of Sundaram Holding USA, INC.

(xvi) Premier Land Holding LLC, South Carolina, USA - Subsidiary of Sundaram Holding USA, INC.

(xvii) Sundaram-Clayton (USA) Limited, llinois, USA

(xviii) TVS Motor (Singapore) Pte. Limited, Singapore - (TVSM Singapore) - Subsidiary of TVSM

(xix) PT TVS Motor Company Indonesia, Jakarta - Subsidiary of TVSM Singapore

(xx) TVS Motor Company (Europe) B.V., Amsterdam - (TVSM Europe) - Subsidiary of TVSM

Other related parties and their relationship where transaction exists:

d) Fellow Subsidiaries (i) TVS Electronics Limited, Chennai

(ii) TVS Capital Funds Private Limited, Chennai

(iii) TVS Investments Private Limited, Chennai

e) Group member (i) Sundram Fasteners Limited, Chennai

(ii) Delphi TVS Diesel Systems Limited, Chennai

(iii) India Nippon Electricals Limited, Chennai

(iv) TVS Logistics Services Limited, Chennai

(v) Sundaram Brake Linings Limited, Chennai

(vi) TVS Autoserv GmbH, Germany

(vii) TVS Dynamic Global Freight Services Limited, Chennai

(viii) Emerald Haven Realty Developers (Paraniputhur) Pvt Ltd, Chennai

(ix) Green Infra Wind Energy Theni Limited, Haryana

f) Associate companies (i) Sundram Non-Conventional Energy Systems Limited, Chennai

(ii) Emerald Haven Realty Limited , Chennai

(iii) TVS Training and Services Limited, Chennai

g) Key management personnel(KMP) (i) Mr . Venu Srinivasan, Chairman and Managing Director

(ii) Dr . Lakshmi Venu, Joint Managing Director

(iii) Mr. Sudarshan Venu, Joint Managing Director

h) Relative of KMP (i) Mrs . Mallika Srinivasan

i) Enterprise over which KMP Harita-NTI Limited, Chennai have significant influence

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Mar 31, 2017

1 FIRST-TIME ADOPTION OF IND AS Transition to Ind AS

These are the Company’s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31^st March 2017, the comparative information presented in these financial statements for the year ended 31^st March 2016 and in the preparation of an opening Ind AS balance sheet at 1^st April 2015 (The company’s date of transition).

An explanation of how the transition from GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out below.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from GAAP to Ind AS.

1. Deemed cost - Property, plant & equipments and Intangible Assets

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has chosen to retain the cost of the Property, plant & equipment and intangible assets at their GAAP value.

2. Deemed cost - Equity Investments

Ind AS 101 permits first-time adopter to elect to measure the investments in subsidiaries, associates and joint venture at cost determined in accordance with Ind AS 27 or deemed cost. Deemed cost for the purpose of transition shall mean fair value of the investment at the entity’s date of transition to Ind AS or GAAP carrying amount at that date (GAAP cost). A first-time adopter may choose either Fair Value or GAAP carrying amount in each subsidiary, joint venture or associate that it elects to measure using a deemed cost.

Accordingly, the Company has elected to measure equity investments in subsidiaries and associates at GAAP carrying cost.

3. Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments either through Fair Value through Other Comprehensive Income (FVOCI) or Fair Value through Statement of Profit and Loss (FVTPL) on the basis of the facts and circumstances at the date of transition to Ind AS. The Company has elected to route the fair value gains / (losses) through FVOCI for its investment in equity investments.

4. Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The company has elected to apply this exemption for such contracts / arrangements.

B. Mandatory Exemptions

1. Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with GAAP (after adjustments to reflect any difference in accounting policies), unless there is unassailable evidence that those estimates were in error. Ind AS estimates as at 1^st April 2015 are consistent with the estimates as at the same date made in conformity with GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under GAAP:

(i) Investments in equity instruments carried at FVOCI.

(ii) Investments in debt instruments carried at FVTPL / Amortised Cost.

(iii) Impairment of financial assets based on Expected Credit Loss Model.

(iv) Fair valuation of other financial assets and liabilities in accordance with IND AS 109.

2. Hedge Accounting

Hedge accounting can only be applied prospectively from the transition date to transactions that satisfy the hedge accounting criteria in Ind AS 109, at that date. Hedging relationships cannot be designated retrospectively, and the supporting documentation cannot be created retrospectively. As a result, only hedging relationships that satisfied the hedge accounting criteria as of 1^st April 2015 are reflected as hedges in the Company’s results under Ind As.

On date of transition to Ind AS, the entity had assessed that all the designated hedging relationship qualifies for hedge accounting as per Ind AS 109. Consequently, the Company continues to apply hedge accounting on and after the date of transition to Ind AS.

3. Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

C. Notes to first-time adoption

1. Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income. Under the GAAP, these remeasurements were forming part of the statement of profit and loss for the year. As a result of this change, the profit for the year ended 31^st March 2016 increased by Rs.3.75 Crores. There is no impact on the total equity as at 31^st March 2016.

2. Security Deposits

Under GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as prepaid rent.

3. Lease hold land

Under GAAP, leasehold land was disclosed as part of Property, plant & equipment and amortization was claimed. Under Ind AS, the lease of land is treated as an operating lease and consequently the unamortised portion of upfront payment for lease of land has been treated as a prepayment.

4. Borrowings

Under GAAP, transaction fees on borrowings were charged off to expense during availment of loan. Under Ind AS, the transaction cost is required to be deducted from the carrying amount of the borrowings on the initial recognition. These costs are recognised in the statement of profit and loss over the tenor of the borrowing as part of the interest expense by applying the Effective Interest Rate method.

5. Proposed dividend

Under GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as recognisable events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, the liability for the interim dividend of 1^st April 2015 (Rs.12.14 Crs) included under provisions have been reversed and correspondingly retained earnings have increased. Consequently, the total equity increased by an equivalent amount.

6. Excise duty

Under GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is included in the statement of profit and loss as part of expenses. This change has resulted in an increase in total revenue and total expenses for the year ended 31^st March 2016 by Rs.110.20 Crs. There is no impact on the total equity and profit.

7. Other Comprehensive Income

Under Ind AS, all items of income and expense recognised in a period should be included in the statement of profit and loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in statement of profit and loss but are shown in the statement of profit and loss as ‘Other Comprehensive Income’ includes remeasurements of defined benefit plans, effective portion of gains and losses on cash flow hedging instruments and fair value gains or (losses) on FVOCI equity instruments. The concept of other comprehensive income did not exist under GAAP.

8. Investments

Under GAAP, investments in equity instruments and mutual funds were classified as long term investments and carried at cost less provision for permanent decline in value of such investments. Under Ind AS these instruments are required to be measured at fair value. Equity instruments are fair valued through other comprehensive income. Preference shares are fair valued through statement of profit and loss.

9. Hedging

Under GAAP, discount / premium on forward contracts were amortised over the tenor of forward contract. Under Ind AS, the company is required to designate hedge as fair value hedge or cashflow hedge. Fair value hedges are hedges of the fair value of recognised assets or liabilities or a firm commitment & cash flow hedges are hedges of a particular risk associated with the cash flows of highly probable forecast transactions. Accordingly, resulting gain or loss on an effective cash flow hedge has been adjusted in other comprehensive income and in case of fair value hedge or an ineffective cash flow hedge the gain or loss has been taken to statement of profit and loss.

10. Deferred Tax

Deferred tax have been recognised on the adjustments made on transition to Ind AS.

FVTPL - Fair value through Statement of Profit and Loss; FVOCI - Fair value through Other Comprehensive Income

2 Previous year’s figures have been regrouped wherever necessary to conform to the current year’s classification.

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Mar 31, 2016

Details of securities created

(i) Rupee Term Loans:

Secured by first and exclusive charge on specific plant and equipment situated at the Company''s factories

(ii) Soft loan is repayable in 5 yearly installments " from the commencement of sale of the product produced in the commercial plant, or a new producing plant installed on the basis of result of the Technology Development and Demonstration Programme (TDDP) project, whichever is earlier".

(iii) FCNR(B) and ECB Loan from Bank

Secured by charge on specific plant and equipment situated at the Company''s factories

PREAMBLE:

The Company is engaged mainly in the business of manufacture and sale of non ferrous gravity and pressure die castings.

The method of accounting and compliance with various Accounting Standards is displayed below:

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Mar 31, 2015

1. Rights and preferences attached to equity share: Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the assets of the company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act 2013.

2. LONG-TERM BORROWINGS

Details of securities created

(i) Rupee Term Loans:

Secured by first and exclusive charge on specific plant and equipment situated at the Company’s factories

(ii) Buyer’s credit

Secured by exclusive charge on specific plant and equipment situated at the Company’s factories

(iii) Soft loan is repayable in 5 yearly instalments " from the start of commercial sale of the product produced in the commercial plant, or a new producing plant installed on the basis of result of the Technology Development and Demonstration Programme (TDDP) project, whichever is earlier "

(iv) FCNR(B) Loan from Bank

Secured by charge on specific plant and equipment situated at the Company’s factories (document creating charge to be executed)

3. Provisions, contingent liabilities and contingent assets

(i) Provisions

The management has an estimated warranty provision of Rs. 4.06 Cr (previous year - Rs. 3.66 Cr)

(ii) Contingent liabilities

Amount for which the Company is contingently liable is disclosed in Note No. XXII (4).

(iii) Contingent assets

Contingent assets which are likely to give rise to possibility of inflow of economic benefits - NIL

(iv) Contested liabilities are detailed in Note no.XXII (8).

4 (i) Contingent liability not provided for

a) On counter-guarantee given to bank 7.72 0.90

b) On letters of credit opened with banks 51.90 46.91

c) On partly paid shares (Adyar Property Holding Company Limited, Chennai - Rs.3,675/-) - -

d) Capital commitments not provided 10.57 14.90

e) On guarantee furnished on behalf of employees (Current year Rs.13,268/-; Previous Year Rs.26,127/-) - -

f) On account of future export obligations (under Export Promotion Capital Goods Scheme 58.90 123.54 and Advance Licence)

5 Related party disclosures

LIST OF RELATED PARTIES

a) Reporting entity Sundaram-Clayton Limited, Chennai (SCL)

b) Holding Company T V Sundram Iyengar & Sons Private Limited, Madurai

c) Subsidiary companies (i) TVS Motor Company Limited, Chennai (TVSM)

(ii) Sundaram Auto Components Limited, Chennai - Subsidiary of TVSM

(iii) Sundaram Business Development Consulting (Shanghai) Co. Ltd, China- Subsidiary of TVSM

(iv) Sundaram-Clayton (USA) Limited, Illinois, USA

(v) TVS Housing Limited, Chennai - Subsidiary of TVSM

(vi) TVS Motor (Singapore) Pte. Limited, Singapore (TVSM Singapore) - Subsidiary of TVSM

(vii) PT TVS Motor Company Indonesia, Jakarta - Subsidiary of TVSM Singapore

(viii) TVS Motor Company (Europe) B.V. Amsterdam (TVSM Europe) - Subsidiary of TVSM

d) Fellow Subsidiaries (I) Indian Companies

(i) Lucas Indian Service Limited, Chennai

(ii) Lucas-TVS Limited, Chennai

(iii) NK Telecom Products Limited, Madurai

(iv) NK Telesystems Limited, Madurai

(v) NSM Holdings Limited, Madurai

(vi) Rajgarhia Automobile Solution Limited, Kolkata

(vii) Southern Roadways Limited, Madurai

(viii) Sundaram Industries Private Limited, Madurai

(ix) Sundaram Textiles Limited, Madurai

(x) The Associated Auto Parts Limited, Mumbai

(xi) TVS Automobile Solutions Limited, Madurai

(xii) TVS Automotive Systems Limited,Chennai

(xiii) TVS Interconnect Systems Limited, Madurai

(xiv) Prime Property Holdings Limited, Chennai

(xv) Sundaram Investment Limited, Chennai

(xvi) Sundaram Engineering Products Services Limited, Chennai

(xvii) TVS Capital Funds Limited, Chennai (Previously known as TVS Investments Limited)

(xviii) TVS Electronics Limited, Chennai

(xix) TVS-E Access (India) Limited, Chennai

(xx) Pusam Rubber Products Limited, Madurai

(xxi) Uthiram Rubber Products Limited, Madurai

(xxii) Essex Automobile Solutions Limited, Gujarat

(xxiii) TVS Insurance Broking Limited, Chennai

(Previously known as Navratna Insurance Broking Limited, Coimbatore)

(xxiv) Focuz Automobile Services Limited, Kerala

(xxv) GS Automotive Service Equipments (Chennai) Limited, Madurai

(xxvi) TVS All Car Services Private Limited (Previously known as SANRAV Automobile Solutions (Chennai) Private Limited), Madurai

(xxvii) NCR Autocars Limited, New Delhi

(xxviii) SNS Warranty Solutions Limited, Madurai

(xxix) Gallant E-Access Private Limited, New Delhi

(II) Overseas Company

Sundaram Lanka Tyres Limited, Sri Lanka

e) Associate companies (i) Sundram Non-Conventional Energy Systems Limited, Chennai

(ii) TVS Training and Services Limited, Chennai

(iii) Emerald Haven Realty Limited, Chennai (formerly known as Green Earth Homes Limited)

f) Key Management Personnel (KMP) (i) Mr Venu Srinivasan, Chairman and Managing Director

(ii) Dr Lakshmi Venu, Joint Managing Director

(iii) Mr Sudarshan Venu, Joint Managing Director

(iv) Mr C N Prasad, Group President & Chief Executive Officer

(v) Mr V N Venkatanathan, Chief Financial Officer

(vi) Mr R Raja Prakash, Company Secretary

g) Relatives of KMP Mrs Mallika Srinivasan

h) Enterprise over which KMP and their relatives have significant Harita-NTI Limited, Chennai influence.

6. Previous year's figures have been regrouped wherever necessary to conform to the current year's classification.

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Mar 31, 2014

1 Related party disclosures LIST OF RELATED PARTIES

a) Reporting entity Sundaram-Clayton Limited, Chennai (SCL)

b) Holding Company T V Sundram Iyengar & Sons Limited, Madurai

c) Subsidiary companies

(i) TVS Motor Company Limited, Chennai (TVSM)

(ii) Sundaram Auto Components Limited, Chennai - Subsidiary of TVSM

(iii) Sundaram Business Development Consulting (Shanghai) Co. Ltd, China- Subsidiary of TVSM

(iv) Sundaram-Clayton (USA) Limited, Illinois, USA

(v) TVS Housing Limited, Chennai - Subsidiary of TVSM

(vi) TVS Motor (Singapore) Pte. Limited, Singapore (TVSM Singapore) - Subsidiary of TVSM

(vii) PT TVS Motor Company Indonesia, Jakarta - Subsidiary of TVSM Singapore

(viii) TVS Motor Company (Europe) B.V. Amsterdam (TVSM Europe) - Subsidiary of TVSM

(ix) Green Infra BTV Limited (up to 16.08.2013) (previously known as TVS Energy Limited)

(x) Green Infra Wind Energy Theni Limited (up to 16.08.2013)

(previously known as TVS Wind Energy Limited)

(xi) Green Infra Wind Power Theni Limited (up to 16.08.2013)

(previously known as TVS Wind Power Limited)

d) Fellow Subsidiaries

(I) Indian Companies

(i) Lucas Indian Service Limited, Chennai

(ii) Lucas-TVS Limited, Chennai

(iii) NK Telecom Products Limited, Madurai

(iv) NK Telesystems Limited, Madurai

(v) NSM Holdings Limited, Madurai

(vi) Rajgarhia Automobile Solution Limited, Kolkata

(vii) Southern Roadways Limited, Madurai

(viii) Sundaram Industries Limited, Madurai

(ix) Sundaram Textiles Limited, Madurai

(x) The Associated Auto Parts Limited, Mumbai

(xi) TVS Automobile Solutions Limited, Madurai

(xii) TVS Automotive Systems Limited,Chennai

(xiii) TVS Interconnect Systems Limited, Madurai

(xiv) Prime Property Holdings Limited, Chennai

(xv) Sundaram Investment Limited, Chennai

(xvi) Sundaram Engineering Products Services Limited, Chennai

(xvii) TVS Capital Funds Limited, Chennai (Previously known as TVS Investments Limited)

(xviii) TVS Electronics Limited, Chennai

(xix) TVS-E Access (India) Limited, Chennai

(xx) Pusam Rubber Products Limited, Madurai

(xxi) Uthiram Rubber Products Limited, Madurai (from 06.05.2013)

(xxii) Essex Automobile Solutions Limited, Gujarat

(xxiii) TVS Insurance Broking Limited, Chennai

(Previously known as Navratna Insurance Broking Limited, Coimbatore) (xxiv) Focuz Automobile Services Limited, Kerala (xxv) GS Automotive Service Equipments (Chennai) Limited, Madurai (xxvi) TVS All Car Services Private Limited (Previously known as

SANRAV Automobile Solutions (Chennai) Private Limited), Madurai (xxvii) NCR Autocars Limited, New Delhi (from 13.05.2013) (xxviii) SNS Warranty Solutions Limited, Madurai (from 26.12.2013) (xxix) Gallant E-Access Private Limited, New Delhi (from 18.02.2014) (xxx) TVS Training and Services Limited, Chennai (xxxi) Tumkur Property Holdings Limited, Chennai (upto 01.11.2013)

(II) Overseas Company

Sundaram Lanka Tyres Limited, Sri Lanka

e) Associate companies

(i) Sundram Non-Conventional Energy Systems Limited, Chennai

(ii) TVS Training and Services Limited, Chennai

(iii) Emerald Haven Realty Limited, Chennai

f) Key Management Personnel (KMP)

(i) Mr Venu Srinivasan, Chairman and Managing Director

(ii) Dr Lakshmi Venu, Director - Strategy

g) Relatives of KMP

(i) Mrs Mallika Srinivasan

(ii) Mr Sudarshan Venu, Director

h) Enterprise over which KMP and their relatives have significant influence.

Harita-NTI Limited, Chennai

2 Previous year''s figures have been regrouped wherever necessary to conform to the current year''s classification.

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Mar 31, 2013

1 Dues from Subsidiaries

Debtors include due from subsidiaries

- Debts outstanding for a period exceeding six months

- Other debts

2 Investment in Subsidiaries

a) The Company holds 27,26,82,786 equity shares of Re.1 each in TVS Motor Company Limited, Chennai (TVSM). This amounts to 57.40% of the paid up capital of TVSM. Hence,

TVSM is a subsidiary of the Company.

b) The Company holds 45,00,000 equity shares of Rs.10 each and its subsidiary TVS Motor Company Limited, Chennai holds 7,67,50,000 equity shares of Rs.10 each in TVS Energy Limited, Chennai (TVS Energy). This aggregates to 59.76% of the paid up capital of TVS Energy. Hence, TVS Energy is a subsidiary of the Company.

c) The Company holds 100 equity shares of USD 1 each in Sundaram-Clayton (USA) Limited (SCL USA). This amounts to 100% of the paid up capital of SCL USA. Hence, it is a subsidiary of the Company.

3 Contingent liability not provided for

a) On counter-guarantee given to bank 0.73 0.50

b) On letters of credit opened with banks 53.93 89.39

c) On partly paid shares

d) Capital commitments not provided 9.80 55.42

e) On guarantee furnished on behalf of employees 0.01 0.01

f) On account of future export obligations (under Export Promotion Capital Goods Scheme 219.42 174.86 and Advance Licence)

g) On commitment for capital contribution to TVS Shriram Growth Fund Scheme IB of TVS Capital Funds 6.38 6.38

4 Related party disclosures LIST OF RELATED PARTIES

a) Reporting entity Sundaram-Clayton Limited, Chennai (SCL)

b) Holding Company T V Sundram Iyengar & Sons Limited, Madurai

c) Subsidiary companies (i) TVS Motor Company Limited, Chennai (TVSM)

(ii) Sundaram Auto Components Limited, Chennai - Subsidiary of TVSM

(iii) Sundaram Business Development Consulting (Shanghai) Co. Ltd, China- Subsidiary of TVSM

(iv) Sundaram-Clayton (USA) Limited, USA

(v) TVS Energy Limited, Chennai (TVSEL) - Subsidiary of TVSM

(vi) TVS Wind Energy Limited, Chennai - Subsidiary of TVSEL

(vii) TVS Wind Power Limited, Chennai - Subsidiary of TVSEL

(viii) TVS Housing Limited, Chennai - Subsidiary of TVSM

(ix) TVS Motor (Singapore) Pte. Limited, Singapore (TVSM Singapore) - Subsidiary of TVSM

(x) PT TVS Motor Company Indonesia, Jakarta - Subsidiary of TVSM Singapore

(xi) TVS Motor Company (Europe) B.V. Amsterdam (TVSM Europe) - Subsidiary of TVSM

d) Fellow Subsidiaries (I) Indian Companies

(i) Lucas Indian Service Limited, Chennai

(ii) Lucas-TVS Limited, Chennai

(iii) NK Telecom Products Limited, Madurai

(iv) NK Telesystems Limited, Madurai

(v) NSM Holdings Limited, Madurai

(vi) Rajgarhia Automobile Solution Limited, Kolkata

(vii) Southern Roadways Limited, Madurai

(viii) Sundaram Industries Limited, Madurai

(ix) Sundaram Textiles Limited, Madurai

(x) The Associated Auto Parts Limited, Mumbai

(xi) TOR Projects & Services Limited, Madurai

(xii) TVS Automobile Solutions Limited, Madurai

(xiii) TVS Automotive Systems Limited,Chennai

(xiv) TVS Interconnect Systems Limited, Madurai

(xv) Prime Property Holdings Limited, Chennai

(xvi) Tumkur Property Holdings Limited, Chennai

(xvii) Sundaram Investment Limited, Chennai

(xviii) Sundaram Engineering Products Services Limited, Chennai

(xix) TVS Capital Funds Limited, Chennai

(xx) TVS Electronics Limited, Chennai

(xxi) TVS Investments Limited, Chennai

(xxii) TVS-E Access (India) Limited, Chennai

(xxiii) TVS-E Servicetec Limited, Chennai

(xxiv) Pusam Rubber Products Limited, Madurai

(xxv) Essex Automobile Solutions Limited, Gujarat

(xxvi) Navratna Insurance Broking Limited, Coimbatore

(xxvii) Focuz Automobile Services Limited, Kerala

(xxviii) GS Automotive Service Equipments (Chennai) Private Limited, Madurai

(xxix) SANRAV Automobile Solutions (Chennai) Private Limited, Madurai

(xxx) TVS Training and Services Limited, Chennai (effective 20th February 2013)

(II) Overseas Company

Sundaram Lanka Tyres Limited, Sri Lanka

e) Associate companies (i) Sundram Non-Conventional Energy Systems Limited, Chennai

(ii) Emerald Haven Realty Limited, Chennai (formerly known as Green Earth Homes Limited)

(iii) TVS Training and Services Limited, Chennai (effective 20th February 2013)

(iv) TVS Wind Power Limited, Chennai

f) Key Management Personnel (KMP) (i) Mr Venu Srinivasan, Chairman and Managing Director

(ii) Dr Lakshmi Venu, Director - Strategy

g) Relatives of KMP (i) Mrs Mallika Srinivasan

(ii) Mr Sudarshan Venu, Director

h) Enterprise over which KMP and their relatives have significant influence.

Harita-NTI Limited, Chennai

5 Previous year''s figures have been regrouped wherever necessary to conform to the current year''s classification.

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Mar 31, 2012

* The increase in authorised capital by Rs.500 lakhs (1,00,00,000 equity shares of Rs.5 each) is on account of aggregation of authorised share capital of Anusha Investments Limited, Chennai, the erstwhile wholly owned subsidiary company. This is approved by the Honourable High Court of Judicature at Madras vide its order dated 03-08-2012 on the composite scheme of arrangement including amalgamation and demerger.

(a) i) Rights and preferences attached to equity share:

Every shareholder is entitled to such rights as to attend the meeting of the shareholders, to receive dividends distributed and also has a right in the residual interest of the assets of the Company. Every shareholder is also entitled to right of inspection of documents as provided in the Companies Act 1956.

ii) There are no restrictions attached to equity shares.

III. LONG-TERM BORROWINGS -

Details of securities created

(i) External Commercial Borrowings (ECB):

Secured by first and exclusive charge on specific plant and equipment situated at the Company's factories.

(ii) Rupee Term Loans:

Secured by first and exclusive charge on specific plant and equipment situated at the Company's factories.

(iii) Buyer's credit

Secured by first and exclusive charge on specific plant and equipment situated at the Company's factories.

(iv) Soft loan from Department of Science & Industrial Research, Govt. of India (DSIR) is unsecured.

PREAMBLE:

a) The Company is engaged mainly in the business of manufacture and sale of non ferrous gravity and pressure die castings.The Company has also derived income from sale of certain electronic hardware items which is non core and non strategic in nature till 06-07-2011.

b) Composite Scheme of Arrangement:

A Composite Scheme of Arrangement including Amalgamation and Demerger (the Scheme) pursuant to the provisions of Sections 391 to 394 (both inclusive) of the Companies Act, 1956 between Sundaram-Clayton Limited (SCL), Anusha Investments Limited (AIL) and Sundaram Investment Limited (SIL) was approved both by the shareholders of the respective companies at the Court convened meeting held on 18th May 2012 and by the Hon'ble High Court of Judicature at Madras vide its order dated 3rd August 2012. The said Order of the Hon'ble High Court was filed with Registrar of Companies, Chennai on 21st August 2012.

The Scheme inter alia provides for:

1. Amalgamation of AIL viz., the transferor company with SCL viz., the demerged company;

2. Demerger of "Non Automotive related business" of SCL, (after amalgamation of AIL with SCL) into SIL;

3. Reduction and re-organization of equity share capital of SCL consequent to the demerger of the Non Automotive related business into SIL as per the provisions contained in the Scheme; and

4. Non-listing of shares of SIL and exit option to the shareholders of SIL.

The Appointed Date as per the Scheme is 7th July 2011 and the Effective Date is 21st August 2012, the date on which the Order was filed with Registrar of Companies, Chennai.

Amalgamation of AIL into SCL

Accordingly, SCL has accounted for the amalgamation of AIL in its books with effect from the Appointed Date and the following treatment of the Scheme has been accorded in SCL's books of account:

1) With effect from the Appointed Date, viz., 7th July, 2011, AIL, a 100% subsidiary of SCL is amalgamated with SCL and all the assets and liabilities of AIL have been transferred to and vested in or deemed to have been transferred to and vested in SCL as a going concern and have been recorded in the books of SCL at book value.

2) Amalgamation has been recorded in the books of SCL as per provisions of the Scheme and as per the Purchase Method of Accounting under Accounting Standard 14 - Accounting for Amalgamations (AS - 14).

3) As AIL is a wholly owned subsidiary of SCL, no shares of SCL are issued on amalgamation. The equity shares of AIL held by SCL and its six nominees stand cancelled pursuant to the provisions of the Scheme and AIL, on the Scheme becoming effective stood dissolved without the process of being wound up.

4) All inter-company loan/ investments have been cancelled and the difference, if any, arising by such effects, has been debited / credited to the Capital Reserve of SCL.

5) The authorised share capital of AIL of Rs.500 lakhs is merged with the authorised share capital of SCL. Consequently, the authorised share capital of SCL stands increased to Rs.2,500 lakhs (previously Rs.2,000 lakhs).

Demerger of Non-Automotive Division of merged SCL into SIL:

SCL (post-merger of AIL) has accounted for demerger of the Non Automotive Division of SCL in its books with effect from the Appointed Date as detailed below:

1) With effect from the Appointed Date, the entire Non Automotive Division of SCL has been demerged from SCL and transferred to and vested or deemed to have been transferred and vested into SIL as a going concern and have been recorded in the books of SCL at book value as directed by the said Hon'ble High Court.

2) The difference between the book value of the Assets over the book value of Liabilities of the "Non Automotive related business" transferred to SIL and the reduction of Rs. 948.38 lakhs in equity share capital of SCL has been reduced in accordance with the provisions contained in the Scheme from the capital reserve of SCL.

3) As directed by the Hon'ble High Court of Judicature at Madras, the balance in capital reserve of SCL, after giving effect to the above adjustment, has been treated as general reserve.

Reduction and Re-organization of Share Capital

Consequent to the demerger of Non Automotive Division under the Scheme, equity share capital of SCL has been reduced by Rs.9,48,37,920 as being no longer represented by available assets. Post capital reduction, paid up equity share capital of SCL comprises of 1,89,67,584 numbers of equity shares of Rs.5/- each fully paid-up as against 3,79,35,168 numbers of equity shares prior to demerger.

1 Investment in Subsidiaries

a) The Company holds 27,26,82,786 equity shares of Re.1 each in TVS Motor Company Limited, Chennai (TVSM). This aggregates to 57.40% of the paid up capital of TVSM.

Hence, TVSM is a subsidiary of the Company.

b) The Company holds 45,00,000 equity shares of Rs.10 each and its subsidiary TVS Motor Company Limited, Chennai holds 7,67,50,000 equity shares of Rs.10 each in TVS Energy Limited, Chennai (TVS Energy). This aggregates to 59.76% of the paid up capital of TVS Energy. Hence, TVS Energy is a subsidiary of the Company.

2 Contingent liability not provided for:

a) On counter-guarantee given to bank 50.30 577.87

b) On letters of credit opened with banks 8,938.63 3,747.89

c) On partly paid shares 0.04 0.04

d) Capital commitments not provided 5,541.50 4.683.07

e) On guarantee furnished on behalf of employees 0.74 0.94

f) On account of future export obligations (under Export Promotion Capital Goods Scheme 17,486.40 6,822.70 and Advance Licence)

g) On commitment for capital contribution to TVS Shriram Growth Fund Scheme IB of TVS Capital Funds 637.50 -

3 Related party disclosures LIST OF RELATED PARTIES

a) Reporting entity Sundaram-Clayton Limited, Chennai (SCL)

b) Holding Company T V Sundram Iyengar & Sons Limited, Madurai

c) Subsidiary companies (i) TVS Motor Company Limited, Chennai (TVSM)

(ii) Sundaram Auto Components Limited, Chennai - Subsidiary of TVSM

(iii) Sundaram Business Development Consulting (Shanghai) Co. Ltd, China- Subsidiary of TVSM

(iv) Sundaram Engineering Products Services Limited, Chennai- Subsidiary of TVSM

(v) TVS Energy Limited, Chennai (TVSEL) - Subsidiary of TVSM

(vi) TVS Wind Energy Limited, Chennai - Subsidiary of TVSEL

(vii) TVS Wind Power Limited, Chennai - Subsidiary of TVSEL

(viii) TVS Housing Limited, Chennai - Subsidiary of TVSM

(ix) TVS Motor (Singapore) Pte. Limited, Singapore (TVSM Singapore) - Subsidiary of TVSM

(x) PT TVS Motor Company Indonesia, Jakarta - Subsidiary of TVSM Singapore

(xi) TVS Motor Company (Europe) B.V. Amsterdam (TVSM Europe) - Subsidiary of TVSM

d) Fellow Subsidiaries (I) Indian Companies

(i) FLEXOL Packaging (India) Limited, Chennai

(ii) Lucas Indian Service Limited, Chennai

(iii) Lucas-TVS Limited, Chennai

(iv) NK Telecom Products Limited, Madurai

(v) NK Telesystems Limited, Madurai

(vi) NSM Holdings Limited, Madurai

(vii) Rajgarhia Automobile Solution Limited, Kolkata

(viii) Southern Roadways Limited, Madurai

(ix) Sundaram Industries Limited, Madurai

(x) Sundaram Textiles Limited, Madurai

(xi) The Associated Auto Parts Limited, Mumbai

(xii) TOR Projects & Services Limited, Madurai

(xiii) TVS GMR Aviation Logistics Limited, Madurai

(xiv) TVS Automobile Solutions Limited, Madurai

(xv) TVS Automotive Systems Limited,Chennai

(xvi) TVS Commutation Solutions Limited, Madurai

(xvii) TVS Dynamic Global Freight Services Limited, Chennai

(xviii) TVS Interconnect Systems Limited, Madurai

(xix) TVS Logistics Services Limited, Madurai

(xx) TVS RHR Finished Vehicles Logistics Solutions Limited,Chennai

(xxi) TVSNet Technologies Limited, Madurai

(xxii) Prime Property Holdings Limited, Chennai

d) Fellow Subsidiaries (xxiii) Tumkur Property Holdings Limited, Chennai

(xxiv) Sundaram Investment Limited, Chennai

(xxv) Sravanaa Properties Limited, Chennai

(xxvi) TVS Capital Funds Limited, Chennai

(xxvii) TVS Electronics Limited, Chennai

(xxviii) TVS Investments Limited, Chennai

(xxix) TVS-E Access (India) Limited, Chennai

(xxx) TVS-E Servicetec Limited, Chennai

(II) Overseas Companies

(i) Iranian Automotive Systems, Iran

(ii) Manufacturers Equipment & Supply Co.,(MESCO) USA

(iii) Msys Software Solutions Limited, United Kingdom

(iv) Multipart Limited, United Kingdom

(formerly known as IH Crick Property Co Limited, United Kingdom)

(v) Sundaram Lanka Tyres Limited, Sri Lanka

(vi) TVS America Inc., USA

(vii) TVS Automotive Europe Limited, United Kingdom

(viii) TVS Autoserv GmbH, Germany

(ix) TVS C J Components Limited, United Kingdom

(x) TVS Logistics Iberia S.L., Spain

(xi) TVS Logistics Investment United Kingdom Limited, United Kingdom

(xii) TVS Logistics Investments USA Inc., USA

(xiii) TVS Logistics Siam Limited, Thailand

(xiv) TVS Supply Chain Solutions Limited (formerly Multipart Solutions Limited), UK

e) Associate companies (i) Sundram Non-Conventional Energy Systems Limited, Chennai

(ii) Emerald Haven Realty Limited, Chennai (formerly known as Green Earth Homes Limited)

(iii) TVS Finance & Services Limited, Chennai upto 06.07.2011

f) Key Management Personnel (KMP) (i) Mr Venu Srinivasan, Chairman and Managing Director

(ii) Dr Lakshmi Venu, Director - Strategy

g) Relatives of KMP (i) Mrs Mallika Srinivasan

(ii) Mr Sudarshan Venu, Director

h) Enterprise over which KMP and their relatives have significant influence.

Harita-NTI Limited, Chennai

4 Previous year's figures have been regrouped wherever necessary to conform to the current year's classification. Previous year's figures are not strictly comparable since the amalgamation and demerger related entries are given effect to in the accounts pursuant to the order of the Hon'ble High Court of Judicature at Madras sanctioning the scheme of composite arrangement.

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Mar 31, 2011

Preamble:

The Company is engaged mainly in the business of manufacture and sale of non ferrous gravity and pressure die castings which is the core and strategic activity.The Company also derives Income from sale of certain electronic hardware items which is non core and non strategic in nature.

The method of accounting and compliance with various Accounting Standards is displayed below:

2 (b) Details of Securities created for loans External Commercial Borrowings

i) Secured by first and exclusive charge on specific plant and machinery situated at the Company’s factory at Padi, Chennai.

ii) Secured by exclusive charge by way of Hypothecation of specific movable assets, in the Company’s factories at Padi, Chennai and at Mahindra World City, Chengalpattu, Kancheepuram District.

Rupee Term Loans

Exclusive charge on specific plant and machinery and other movable assets situated at the Company’s plant at Mahindra World City - Chengalpattu, Kancheepuram District, at Padi, Chennai and at Belagondapalli, Hosur, Krishnagiri Disctrict.

Working Capital Facilities

First charge by way of hypothecation of current assets viz., stocks of raw materials, stock in process, semi finished and finished goods, stores and spares not relating to plant and machinery, (consumable stores and spares), bills receivable and book debts and all other movables located at the Company’s factories at Padi, Chennai, Mahindra World City - Chengalpattu, Kancheepuram District and at Belagondapalli, Hosur, Krishnagiri District

5 Contingent liability not provided for

(a) On counter guarantees given to bankers 2,367.42 868.51

(b) On letters of credit opened with bankers 16,723.90 13,194.44

(c) On partly paid shares 0.04 0.04

(d) Estimated amount of contracts remaining to be executed on capital account 6,077.77 1,799.77

(e) On guarantees furnished on behalf of employees 125.94 126.15

(f) On account of future export obligations (under Export Promotion Capital Goods Scheme) 6,822.70 3,998.20

(g) On bills discounted 2,317.16 1,752.62

(h) Capital commitment 8,026.40 9,430.50

(i) Others 767.41 235.45

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Mar 31, 2010

Aa) AS - 27 Financial reporting of interest in joint ventures

The Company has no interest in joint venture.

ab) AS - 28 Impairment of Assets

The carrying amount of the assets net of accumulated depreciation as on the balance sheet date is not less than the recoverable amount of those assets.

ac) AS - 29 Provisions, contingent liabilities and contingent assets

(i) Provisions

In respect of warranty obligations, provision is made in accordance with terms of sale vide Schedule XIV to Balance sheet.

(ii) Contingent liabilities

Amount for which the Company is contingently liable is disclosed in note 9.

(iii) Contingent assets

Contingent assets which are likely to give rise to possibility of inflow of economic benefits - NIL

(iv) Contested liabilities are detailed in note 14.

2 Investment in Subsidiaries

The Company holds 2,10,00,000 equity shares of Re.1 each and its wholly owned subsidiary Anusha Investments Limited, Chennai holds 11,53,41,393 equity shares of Re.1/- each in M/s.TVS Motor Company Limtied, Chennai (TVSM). This aggregates to 57.40% of the paid up capital of TVSM. Hence, TVSM is a subsidiary of the Company.

3 Related party disclosure LIST OF RELATED PARTIES

a) Reporting entity Sundaram-Clayton Limited, Chennai (SCL)

b) Holding Company T V Sundram Iyengar & Sons Limited, Madurai

c) Subsidiary companies

(i) Anusha Investments Limited, Chennai (AIL) - Direct Subsidiary of SCL

(ii) TVS Investments Limited, Chennai (TVSI) - Direct Subsidiary of SCL

(iii) TVS Motor Company Limited, Chennai (TVSM) - Indirect Subsidiary of SCL

(iv) TVS Energy Limited, Chennai - Subsidiary of TVSM

(v) Sundaram Auto Components Limited, Chennai - Subsidiary of TVSM

(vi) TVS Motor (Singapore) Pte. Limited, Singapore - (TVSM Singapore) - Subsidiary of TVSM

(vii) TVS Motor Company (Europe) B.V. Amsterdam - Subsidiary of TVSM

(viii) PT TVS Motor Company Indonesia, Jakarta - Subsidiary of TVSM Singapore

(ix) TVS Electronics Limited, Chennai (TVSE) - Subsidiary of TVSI

(x) TVS Capital Funds Limited, Chennai - Subsidiary of TVSI

(xi) TVS-E Access India Limited, Chennai - Subsidiary of TVSI

(xii) TVS-E Servicetec Limited, Chennai - Subsidiary of TVSI

(xiii) Sravanaa Properties Limited, Chennai - Subsidiary of TVSI

(xiv) Tumkur Property Holdings Limited, Chennai - Subsidiary of TVSE

(xv) Prime Property Holdings Limited, Chennai - Subsidiary of TVSE

d) Fellow Subsidiaries

(I) Indian Companies

(i) Southern Roadways Limited, Madurai

(ii) Sundaram Industries Limited, Madurai

(iii) The Associated Auto Parts Limited, Mumbai

(iv) TVS Interconnect Systems Limited, Madurai

(v) TVS Logistics Services Limited, Madurai

(vi) Lucas-TVS Limited, Chennai

(vii) Sundaram Textiles Limited, Madurai

(viii) NSM Holdings Limited, Madurai

(ix) TVSNet Technologies Limited, Madurai

(x) TOR Projects & Services Limited, Madurai

(xi) NK Telecom Products Limited, Madurai

(xii) NK Telesystems Limited, Madurai

(xiii) TVS Commutation Solutions Limited, Madurai

(xiv) Lucas Indian Service Limited, Chennai

(xv) TVS Automotive Systems Limited,Chennai

(xvi) TVS Dynamic Global Freight Services Limited, Chennai

d) Fellow Subsidiaries

(II) Overseas Companies

(i) TVS Automotive Europe Limited, United Kingdom

(ii) TVS C J Components Limited, United Kingdom

(iii) TVS Logistics Iberia S.L., Spain

(iv) TVS Logistics Siam Limited, Thailand

(v) TVS Autoserv GmbH, Germany

(vi) TVS Logistics Investment United Kingdom Limited, United Kingdom

(vii) YeleStre Holdings Limited, United Kingdom

(viii) Multipart (Holdings) Limited, United Kingdom

(ix) Multipart Solutions Limited, United Kingdom

(x) IH Crick Property Co Limited, United Kingdom

(xi) Msys Software Solutions Limited, United Kingdom

(xii) Globe Dynamics Limited, United Kingdom

(xiii) Globe Transport Products Limited, United Kingdom

(xiv) Iranian Automotive Systems, Iran

e) Associate companies

(i) TVS Finance & Services Limited, Chennai

(ii) Sundram Non-Conventional Energy Systems Limited, Chennai

f) Key management personnel(KMP)

(i) Mr Venu Srinivasan, Managing director (ii) Dr Lakshmi Venu, Director - Strategy

g) Relative of KMP Mrs Mallika Srinivasan

h) Enterprise over which KMP and his Harita-NTI Limited, Chennai relative have significant influence.