Sundaram-Clayton Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

r) 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. The estimated liability for
product warranties is accounted based on technical evaluation, when the products are sold.

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.

s) Segment reporting:

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

t) Leases

Leases are recognized as a right-of-use asset and a corresponding lease 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 real estate 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.

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.

u) 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 borrowings in current liabilities in the balance sheet.

v) Trade receivables

Trade receivables are recognised initially at fair value after adjusting the transaction costs using the effective interest rate method, less
provision for expected credit loss.

w) 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.

iii) 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.

iv) Impairment of financial assets:

The company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. The
impairment methodology applied depends on whether there has been significant increase in credit risk. Note 34(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.

v) De-recognition of financial assets:

A financial asset is derecognised only when:

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

b) 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.

x) Borrowings

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).

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for over or
at least 12 months after the reporting period.

y) 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.

z) Government Grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and
the Company will comply with all attached conditions.

Government grants receivable as compensation for expenses or financial support are recognized in profit or loss of the period in which it
becomes receivable.

Government grants relating to the purchase of property, plant and equipment are included in current / non-current liabilities as deferred
income and are credited to profit or loss as and when the obligations are fulfilled.

aa) Current and Non-current classification

The Company presents assets and liabilities in the balance sheet based on current / non-current classification.

Cash or cash equivalent is treated as current, unless restricted from being exchanged or used to settle a liability for atleast twelve months
after the reporting period. In respect of other assets, it is treated as current when it is:

• expected to be realised or intended to be sold or consumed in the normal operating cycle

• held primarily for the purpose of trading

• expected to be realised within twelve months after the reporting period.

All other assets are classified as non-current.

A liability is treated as current when:

• it is expected to be settled in the normal operating cycle

• it is held primarily for the purpose of trading

• it is due to be settled within twelve months after the reporting period, or

• there is no unconditional right to defer the settlement of the liability for atleast twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. In
Company''s considered view, twelve months is its operating cycle.

(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 Rs. 8.65 Cores (previous year Rs. 5.28 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 principal 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.

35 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.

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

41 SALE OF UNIT IN HOSUR

SCL on 26th March 2025 executed a Business Transfer Agreement with Sandhar Ascast Private Limited (formerly known as Sandhar
Tooling Private Limited) (“SAPL”) for the sale of the ascast, low-pressure and low tonnage aluminium die-casting businesses at its Hosur
plant to SAPL, a wholly owned subsidiary of Sandhar Technologies Limited, as a going concern on a slump sale basis.

The profit from the sale of unit is grouped under exceptional income and profit from sale of immovable property of Hosur unit is also
included in exceptional income.

42 COMMENCEMENT OF FULL-SCALE OPERATIONS AT THERVOY KANDIGAI PLANT (TKP), TIRUVALLUR

SCL announced on 31st January 2025, the commencement of full scale operations at its new state-of-the-art mega die-casting facility
at Thervoy Kandigai Plant (TKP), Tiruvallur. This milestone is part of company''s ongoing transformation journey, which includes
consolidating its manufacturing operations from four facilities into two major hubs, to achieve scale and operational efficiencies.

43 CURRENT YEAR COMPARATIVE INFORMATION

In accordance with the Scheme of Arrangement approved by the Hon''ble National Company Law Tribunal, Chennai Bench by an order
dated 6th March, 2023, the manufacturing business, along with its related assets and liabilities at the values appearing in the books
of accounts of TVS Holdings Limited on the close of business hours as on 10th August , 2023, was demerged, transferred and vested
into the Company with effect from 11th August, 2023. Hence results for period ended 31st March, 2024 starts from 11th August 2023.

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

45 ADDITIONAL REGULATORY DISCLOSURES AS PER SCHEDULE III OF COMPANIES ACT, 2013

i) 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.

ii) The Company does not have any investment property.

iii) 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.

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) 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.

vi) 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.

vii) 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.

viii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with
Companies (Restriction on number of Layers) Rules, 2017.

i x) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:

(a) 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

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiary

x) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries"

xi) The Company has not operated in any crypto currency or Virtual Currency transactions

xii) During the period the Company has not disclosed or surrendered, any income other than the income recognised in the books of accounts
in the tax assessments under Income Tax Act, 1961.

xiii) There are no transactions with the Companies whose name were struck off under section 248 of The Companies Act, 2013 during the
year ended March 31,2025.

R GOPALAN Dr. LAKSHMI VENU VIVEK S JOSHI As per our report annexed

Chairman Managing Director Director & CEO For Raghavan, Chaudhuri & Narayanan

DIN: 01624555 DIN: 02702020 DIN: 09522758 Chartered Accountants

Firm Regn. No.007761S

AJAY KUMAR P D DEV KISHAN

Chief Financial Officer Company Secretary V SATHYANARAYANAN

Partner

Membership No.:027716

Date: 6^th May 2025 Date: 6^th May 2025

Place: Chennai Place: Chennai

---

Mar 31, 2024

r) 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. The estimated liability for product warranties is accounted based on technical evaluation, when the products are sold.

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.

s) Segment reporting:

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

t) Leases

Leases are recognized as a right-of-use asset and a corresponding lease 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 real estate 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.

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.

u) 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 borrowings in current liabilities in the balance sheet.

v) Trade receivables

Trade receivables are recognised initially at fair value after adjusting the transaction costs using the effective interest rate method, less provision for expected credit loss.

w) 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.

iii) 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.

iv) Impairment of financial assets:

The company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been significant increase in credit risk. Note 34(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.

v) De-recognition of financial assets:

A financial asset is derecognised only when:

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

b) 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.

x) Borrowings

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).

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for over or at least 12 months after the reporting period.

y) 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.

z) Government Grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.

Government grants receivable as compensation for expenses or financial support are recognized in profit or loss of the period in which it becomes receivable.

Government grants relating to the purchase of property, plant and equipment are included in current / non-current liabilities as deferred income and are credited to profit or loss as and when the obligations are fulfilled.

aa) Current and Non-current classification

The Company presents assets and liabilities in the balance sheet based on current / non-current classification.

Cash or cash equivalent is treated as current, unless restricted from being exchanged or used to settle a liability for atleast twelve months after the reporting period. In respect of other assets, it is treated as current when it is:

• expected to be realised or intended to be sold or consumed in the normal operating cycle

• held primarily for the purpose of trading

• expected to be realised within twelve months after the reporting period.

All other assets are classified as non-current.

A liability is treated as current when:

• it is expected to be settled in the normal operating cycle

• it is held primarily for the purpose of trading

• it is due to be settled within twelve months after the reporting period, or

• there is no unconditional right to defer the settlement of the liability for atleast twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. In Company''s considered view, twelve months is its operating cycle.

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 Rs. 5.28 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.

- t he fair value of forward exchange contract and principal 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.

(ix) Borrowing costs capitalised :

Borrowing cost capitalised during the period Rs. 9.14 Crores

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

(x) Composite scheme of arrangement :

During the year under review, the entire manufacturing business of TVS Holdings Limited (formerly known as Sundaram-Clayton Limited) was demerged, transferred and vested into Sundaram-Clayton Limited (formerly known as Sundaram-Clayton DCD Limited) effective 11^th August 2023 on going concern basis in accordance with the Composite Scheme of Arrangement (“Scheme”) amongst TVS Holdings Limited (formerly Sundaram-Clayton Limited) and TVS Holdings Private Limited and VS Investments Private Limited and Sundaram-Clayton Limited (formerly Sundaram-Clayton DCD Limited) and their respective shareholders and creditors sanctioned by the Hon''ble National Company Law Tribunal, Chennai Bench (“NCLT”) vide its Order dated 6^th March 2023.

In terms of the Scheme, the Board had on 11^th August 2023, issued and allotted the following shares in consideration of the Demerger to the shareholders of TVS Holdings Limited:

a) 1 (One) fully paid-up Equity Share of INR 5 each of the Resulting Company, for every 1 (One) Equity Share of INR 5 each held in the Company; and

b) 1 (One) fully paid-up Cumulative Non-Convertible Redeemable Preference Share of INR 10 each (“Preference Shares”) of the Resulting Company, for every 1,000 Preference Shares of INR 10 each held in the Company

thereby resulting in a mirror shareholding of TVS Holdings Limited in the Company.

The equity shares of the Company were listed to trade on BSE Limited and National Stock Exchange of India Limited w.e.f. 29^th December, 2023.

41 FLOOD RELATED DISCLOSURE

The floods in Chennai during December 2023, resulted in damages to certain inventories and property, plant and equipment in the facilities located at Padi unit. During the period ended March 31,2024, the Company has recorded a net loss of INR 2.35 Crores after adjusting estimated insurance claim based on initial survey undertaken at these facilities. The Company has disclosed the related income and expenditure under Other income and respective expenditure heads, as applicable. In addition, the Company is in the process of determining its final claim for loss of property, plant and equipment, inventories and Business interruption and has accordingly not recorded any further claim arising therefrom at this stage.

42 ADDITIONAL REGULATORY DISCLOSURES AS PER SCHEDULE III OF COMPANIES ACT, 2013

i) 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.

ii) The Company does not have any investment property.

iii) 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.

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) 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.

vi) 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.

vii) 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.

viii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.

ix) The details pertaining to compliance with the composite scheme of arrangement is mentioned in Note 36(x).

x) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) 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

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiary

xi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) 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

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

xii) The Company has not operated in any crypto currency or Virtual Currency transactions

xiii) During the period the Company has not disclosed or surrendered, any income other than the income recognised in the books of accounts in the tax assessments under Income Tax Act, 1961.

xiv) There are no transactions with the Companies whose name were struck off under section 248 of The Companies Act, 2013 during the period ended March 31, 2024.

R GOPALAN Dr. LAKSHMI VENU AJAY KUMAR As per our report annexed

Chairman Managing Director Chief Financial Officer For Raghavan, Chaudhuri & Narayanan

DIN: 01624555 DIN: 02702020 Chartered Accountants

Firm Regn. No.007761S

VIVEK S JOSHI P D DEV KISHAN

Director & CEO Company Secretary V SATHYANARAYANAN

DIN: 09522758 Partner

Membership No.:027716

Date: 10^th May 2024 Date: 10^th May 2024

Place: Chennai Place: Chennai