TVS Holdings Ltd

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.

Shareholding update

• TVS Holdings' stake in Home Credit India Finance Pvt Ltd reduced to 74.45% from 80.17% due to allotment.

Target overview

• Name: Varthana Finance Private Limited (formerly Thirumeni Finance Private Limited), an education-finance NBFC in India.
• Incorporated on 12 June 1984.
• Turnover (2025-26): Rs 398.31 crore.
• PAT Rs 18.65 crore; Net worth Rs 574.23 crore.
• Industry: Non-banking financial services (NBFC).
• Presence: based in Bangalore; operates across India.

Transaction details

• Acquirer: Home Credit India Finance Private Limited, a subsidiary of TVS Holdings Limited.
• Target: 100% equity stake in Varthana Finance Private Limited.
• Consideration: Rs 967 crore cash; subject to SPA adjustments.
• Regulatory approvals: RBI approval under Master Direction for acquisition of shareholding.
• Timeline: completion within 9 months from SPA date, subject to approvals.
• Form of consideration: All-cash transaction.
• Post-completion: Target becomes wholly owned subsidiary of the Acquirer.

Strategic rationale

• Expands education-finance franchise within TVS VENU's platform.
• Adds secured, longer-tenure lending capabilities.
• Diversifies financial services portfolio and leverages group synergies.
• Strengthens position in India's financial services sector.

Background

• Target engages in education-finance for schools and educational institutions.
• Incorporation: 12 June 1984.
• Turnover history: FY23-24 Rs 284.27 cr; FY24-25 Rs 325.69 cr; FY25-26 Rs 398.31 cr.
• Presence: India.

Meeting Details

• 21 July 2026 board meeting to consider unaudited standalone/consolidated results for quarter ended 30 June 2026.

Key Agenda Items

• Approval of unaudited standalone/consolidated financial results for quarter ended 30 June 2026.

Other Notes

• Trading window closed 1 July 2026 to 23 July 2026 for designated persons and immediate relatives.

Event overview

• Creation of encumbrance (pledge) over THL promoter shares on 7 July 2026.

Key details

• Target: TVS Holdings Limited (THL).
• Encumbrance type: pledge over promoter shares.
• Pre-event encumbered promoter shares: 22,02,608 (10.89%).
• Post-event encumbrance created: 4,20,400 shares (2.08%).
• Total encumbered promoter shares: 26,23,008 (12.96%).
• Promoter/PAC: VS Trust (Venu Srinivasan, Trustee).
• Lender: Aditya Birla Capital Limited (NBFC).
• Facility size: INR 250 crore.
• End use: General purpose for borrowed funds.

Encumbrance creation on promoter shares

• Creation of encumbrance by VS Trust on TVS Holdings shares via pledge dated 7 July 2026
• Encumbrance type: pledge; in favour of Aditya Birla Capital Limited
• Facility size: INR 250 crore; end-use: personal use by promoters and PACs
• Shares encumbered: 4,20,400 shares (2.08%) of TVS Holdings' total share capital
• Post-event encumbered promoter shares: 26,23,008 shares (12.96% of promoter holdings)
• Promoter: VS Trust (Venu Srinivasan, Trustee)
• Total promoter holding: 1,50,63,398 shares (74.45%)
• Existing encumbered promoter shares: 22,02,608 shares (10.89%)
• End-use of funds: personal use by promoters and PACs

Dematerialisation status

• Dematerialisation requests processed for quarter ended 30 June 2026; confirmed to depositories and exchanges.
• Securities dematerialised have been listed on all relevant stock exchanges.
• Physical certificates for dematerialisation were mutilated and cancelled; depository names substituted as registered owner.
• Actions completed within the stipulated time limit.

Target profile

• Name: Home Credit India Finance Private Limited (HCIFPL), an NBFC in India.
• Engaged in retail consumer loans, POS and online lending.
• Turnover 2025-26: Rs 2,112.74 Crores; net worth Rs 2,654.35 Crores.

Transaction details

• Acquisition is a related party transaction as HCIFPL is a subsidiary.
• Promoter Group STPL holds 8.08% of HCIFPL.
• Allotment completed on 2 July 2026; price Rs 26.78 per share; total Rs 176.38 Crores.
• TVS Holdings acquired 65,864,009 additional HCIFPL shares; post-holdings 80.17%.

Strategic rationale

• Purpose: sustain and accelerate HCIFPL's growth.

Regulatory & timeline

• Regulatory approvals: none required.

Target background

• Incorporation: 1 October 1997; RBI-registered non-deposit NBFC.
• Products: consumer durable loans, cash loans; POS and online.
• Presence: India.

TVS Holdings Ltd: Trading Window closed from 1 July 2026 until 48 hours after the declaration of unaudited financial results for the quarter ending 30 June 2026