TVS Holdings Ltd

TVS Holdings Limited: Trading Window closed from 1 October 2026 until 48 hours after the declaration of unaudited results for the quarter ended 30 September 2026

Director appointment via postal ballot

• Board approved seeking shareholder consent via postal ballot to appoint Revathy Iyer as Independent Director for five years.
• Effective 23 September 2026.
• DIN of candidate: 01952230.
• Postal Ballot Notice will be disseminated to stock exchanges per SEBI LODR.
• Approval is under Section 110 of the Companies Act, 2013 and Regulation 30 of LODR.

Appointment of Independent Director

• Appointment of Ms. Revathy Iyer as Additional Director and Non-Executive Independent Director for five years.
• Effective 23 September 2026, subject to shareholders' postal ballot approval.
• Profile: ex RBI Central Board Member; former Deputy CAG; extensive government audit and finance leadership.
• Not related to any director; not debarred by SEBI or authorities.
• Term: five consecutive years.

Capital / Securities

• Board approves allotment of 93,06,76,784 NCRPS to equity shareholders as per the Scheme.
• NCRPS details: 6% coupon, maturity 09-12-2027, ISIN INE105A04039.
• Record date 08-09-2026; allotment date 09-09-2026.
• NCLT approval for the Scheme dated 18 Aug 2026.
• Shareholders eligible as per register records; listing and trading to be facilitated.

Record Date and Bonus Preference Issue

• Record Date: 8 September 2026 to determine entitlement.
• Security affected: equity shareholders entitled to receive the bonus preference shares.
• Bonus: 46 preference shares per 1 equity share held (face value INR 10).
• Type: 6% cumulative non-convertible redeemable preference shares issued as a bonus; uses retained earnings.
• Scheme effective date: 27 August 2026.

Scheme sanction and key terms

• NCLT Chennai sanction order dated 18 August 2026 sanctioning the Scheme of Arrangement; certified copy received.
• Scheme proposes issuance of 46 preference shares of INR 10 for every 1 equity share of INR 5.
• Preference shares are cumulative non-convertible redeemable; coupon 6% per annum; redeemable after 15 months.
• Board may redeem after 12 months from allotment; redemption at nominal value (INR 10).
• Record Date to determine entitlement to be fixed after Effective Date.
• Preference Shares to be listed on stock exchanges; listing to follow SEBI/Listing Regulations.
• Conditions precedent include stock exchange no-objection letters, SEBI, shareholder approvals, Tribunal sanction, ROC filings.
• NCD terms unchanged; no exit offer; tax treatment on redemption may be deemed dividend; TDS apply.
• Accounting treatment: credit aggregate face value to share capital; debit general reserves/retained earnings.
• NSE/BSE observations noted; approvals pending for listing; scheme sanctioned with directions.

Scheme sanction and key terms

• NCLT Chennai sanctioned TVS Holdings' Scheme of Arrangement on 18 August 2026.
• Scheme provides for issuing 46 bonus preference shares per 1 equity share.
• Preference shares: 6% cumulative non-convertible redeemable, INR 10 face value.
• Issuance to shareholders funded from general reserves/retained earnings; listing to follow after approvals.
• Appointed Date = Effective Date; event-based date per Tribunal approval and ROC filing.
• Conditions precedent include no-objection letters from stock exchanges and SEBI approvals.
• Tax: redemption may be taxable as deemed dividend; TDS to be deducted as per law.
• Interim dividend of Rs 86 per equity share for FY2025-26 already declared; not in lieu of the scheme.
• Company to file certified copy of order with ROC and RBI within 30 days.
• Listing to be pursued subject to applicable approvals; no guarantee of listing date.

Amalgamation overview

• Composite Scheme of Amalgamation approved by boards of all involved entities.
• Intimation received by TVS Holdings on 5 August 2026 at 2:57 PM IST.
• Scheme subject to RBI, CCI, NSE, SEBI, NCLT, shareholders and creditors approvals.
• Share exchange: 155.79 Transferee 1 shares per 200 Transferor 1 shares.
• Share exchange: 9.94 Transferee 2 shares per 180 Transferor 2 shares.
• Transferor 3 is wholly owned by Transferee 2; no consideration issued.
• Valuation by Bansi S Mehta Valuers LLP; fairness opinion by JM Financial Services.
• TVS Holdings not a party to Scheme; no change in TVS Holdings' shareholding.
• Rationale: streamline group structure, consolidate assets, reduce compliance, improve capital efficiency.
• Annexure A contains regulatory disclosures under Regulation 30.
• Related party transactions are at arm's length per MCA Circular; independent valuer engaged.
• Area of business: STPL Trading and Services buys/sells goods.
• Area of business: Home Credit India Finance is RBI-registered NBFC in retail financing.
• Area of business: TVS Housing Finance yet to commence operations.
• Area of business: TVS Credit Services provides auto finance, consumer durable loans, SME loans.