Detailed Summary of Composite Scheme of Amalgamation
Symbol (NSE): TVSMOTOR
Corporate Action: Composite Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013.
Nature of Scheme: Composite Scheme of Amalgamation involving multiple transferor and transferee entities with common control, aimed at consolidation and simplification of group structure.
Entities Involved:
- Transferor Company 1: STPL Trading and Services Private Limited
- Transferee Company 1 / Transferor Company 2: Home Credit India Finance Private Limited
- Transferor Company 3: TVS Housing Finance Private Limited
- Transferee Company 2: TVS Credit Services Limited
Financial Details of Entities (as on 30 June 2026):
- STPL Trading and Services Private Limited: Total assets: ₹387.26 Cr, Net worth: ₹279.37 Cr, Turnover: Not specified.
- Home Credit India Finance Private Limited: Total assets: ₹8,367.07 Cr, Net worth: ₹2,957.81 Cr, Turnover: ₹619.70 Cr.
- TVS Housing Finance Private Limited: Total assets: ₹0.02 Cr, Net worth: ₹0.02 Cr, Turnover: Not specified.
- TVS Credit Services Limited: Total assets: ₹35,683.36 Cr, Net worth: ₹6,272.64 Cr, Turnover: ₹1,918.11 Cr.
Share Entitlement Ratio:
- Amalgamation of Transferor Company 1 (STPL) with Transferee Company 1 (Home Credit): 155.79 equity shares of ₹10 each fully paid up of Home Credit India Finance Private Limited for every 200 equity shares of ₹10 each fully paid up of STPL Trading and Services Private Limited.
- Amalgamation of Transferor Company 2 (Home Credit) and Transferor Company 3 (TVS HF) with Transferee Company 2 (TVS Credit): 9.94 equity shares of ₹10 each fully paid up of TVS Credit Services Limited for every 180 equity shares of ₹10 each fully paid up of Home Credit India Finance Private Limited.
- No consideration for TVS Housing Finance Private Limited amalgamation as it is a wholly owned subsidiary of TVS Credit Services Limited.
Implied Capital Structure Impact: The share exchange ratio is based on valuation as of 31 March 2027 and will be updated by the registered valuer based on the fair value of shares as of the end of the financial quarter immediately preceding the Effective Date.
Valuation and Fairness Opinion:
- Valuation by Bansi S Mehta Valuers LLP (Registration No. IBBI/RV – E /06/2022/172).
- Fairness opinion by JM Financial Services Limited, SEBI Registered Merchant Banker.
- Consideration determined on an "arm's length" basis.
Regulatory and Approval Status:
- Scheme approved by respective boards of all entities on 5 August 2026.
- Pending approvals from: Reserve Bank of India, Competition Commission of India, National Stock Exchange of India Limited, Securities and Exchange Board of India, jurisdictional National Company Law Tribunal, and shareholders/creditors (as applicable).
- Effective Date: Not specified.
Financial Rationale:
- Streamlining of group corporate structure and consolidation of assets and liabilities.
- Synergies of operations leading to expansion and long-term sustainable growth.
- Simplification of corporate structure reducing multiplicity of legal and regulatory compliances.
- Reduction of administrative responsibilities, cost savings, and elimination of duplicate expenses.
- Optimal and efficient utilization of capital, enhancing operational and management efficiencies.
- Consolidating NBFCs within the group per RBI directions.
Impact on Shareholders: TVS Motor Company Limited is not a party to the scheme, so no change in its shareholding pattern.
Area of Business:
- STPL Trading and Services Private Limited: Buying, selling, and dealing in all types of goods.
- Home Credit India Finance Private Limited: NBFC engaged in retail financing.
- TVS Housing Finance Private Limited: Housing finance activities (yet to commence operations).
- TVS Credit Services Limited: NBFC providing automobile finance, consumer durable loans, and small business loans.
Related Party Transactions: As per MCA Circular dated July 17, 2014, transactions under the Scheme do not attract Section 188 of the Companies Act, 2013.