Date: 19th August 2026

Board Meeting Outcomes

  • The Hon'ble National Company Law Tribunal, Chennai Bench sanctioned the Scheme of Arrangement between TVS Holdings Limited and its shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013
  • The Scheme was approved via order pronounced on 18th August, 2026 in CP(CAA)/34(CHE)2026

Scheme Details

Rationale:

  • The Company has accumulated substantial surplus reserves from its retained profits over the years in excess of current and foreseeable future business requirements
  • The Company considers that these excess funds can be put to optimal use by rewarding its shareholders
  • The Preference Shares will be listed on Stock Exchanges, providing shareholders with a near-cash (traded, encashable) instrument

Key Terms:

  • Issuance of 46 preference shares of ₹10 each fully paid up to each equity shareholder for every 1 equity share of ₹5 each held
  • Preference shares are 6% cumulative non-convertible redeemable preference shares
  • Tenure: Redeemable upon expiry of fifteen (15) months from date of allotment
  • Board has discretion to redeem after twelve (12) months from date of allotment
  • Redemption at ₹10 nominal value
  • No lock-in period for preference shares
  • Market lot: One Preference Share or as required by Stock Exchanges
  • To be listed on the same exchanges where equity shares are listed

Process Timeline:

  • Appointed Date means the Effective Date (date when last conditions specified in Clause 11 are complied with)
  • Record Date to be fixed by the Board after Effective Date to determine eligible shareholders
  • Preference Shares to be issued within 30 days from Record Date
  • Company shall apply for listing of Preference Shares on Stock Exchanges

Accounting and Valuation

  • Statutory Auditors examined the Scheme and certified that accounting treatment is in accordance with Section 133 of Companies Act, 2013 and GAAP
  • Valuation Report obtained from Bansi S Mehta Valuers LLP, Registered Valuer
  • Fairness opinion obtained from independent merchant banker

Tribunal Directives

  • Company shall file revised Memorandum and Articles of Association with Registrar of Companies
  • Company shall make requisite payments of differential fee (if any) for enhancement of Authorized Capital
  • Company shall deliver certified copy of order to Registrar of Companies within 30 days
  • Company shall deliver certified copy of order to Reserve Bank of India (as company is registered as Core Investment Company with RBI) within 30 days
  • Scheme approval doesn't grant exemption from payment of stamp duty, taxes or any other charges due under law