Target Entity: Harita ARC Limited (TVSM WOS)

Type of Deal: 100% Acquisition followed by Composite Scheme of Arrangement involving:

  • Amalgamation of TVS Motor Services Limited (wholly owned subsidiary) with TVS Motor Company Limited
  • Demerger of consumer finance and related business from TVS Motor Company Limited into TVSM WOS

Stake/Capacity: 100% equity share capital acquisition comprising 2,500 equity shares of ₹10 each

Deal Value: ₹25,000 (acquisition cost)

Funding Source: Cash consideration

Financial Impact:

  • The demerged consumer finance business had turnover of ₹3,921 Crore for period ended 30th September 2026
  • This represents approximately 10.96% of TVS Motor's total turnover of ₹35,770 Crore
  • TVSM WOS has nil turnover and is yet to commence business operations
  • No immediate financial accretion/dilution disclosed

Timeline: Acquisition completed on 28th October 2026. Demerger subject to regulatory approvals.

Strategic Rationale:

1. Simplify group corporate structure and create focused businesses

2. Clear segregation of demerged undertaking (consumer finance) and remaining business

3. Allow independent, standalone platforms with concentrated core activities and growth strategies

4. Separate strategy suited to industry-specific risks, market dynamics and growth path

5. Unlock value of demerged undertaking for shareholders

6. Creation of independent company focusing exclusively on consumer finance and related business

7. Attract different sets of investors, strategic partners, lenders with specific interest in consumer finance

8. Enable higher leverage for growth as a financial services company

Approval Status: Board approved on 28th October 2026. Subject to approvals from:

  • BSE Limited and National Stock Exchange of India Limited
  • Securities and Exchange Board of India
  • Jurisdictional National Company Law Tribunal
  • Shareholders and creditors of companies involved in the Scheme

Reference Regulation: SEBI Listing Regulations Regulation 30

Additional Transaction Details:

Amalgamation Component:

  • TVS Motor Services Limited (Transferor Company) to amalgamate with TVS Motor Company Limited
  • Transferor Company financials (as of 30th September 2026): Total assets ₹251.44 Cr, Net worth ₹198.93 Cr, Turnover Nil
  • No consideration discharged for amalgamation (wholly owned subsidiary)
  • Rationale: Streamline group corporate structure and consolidate assets/liabilities

Demerger Component:

  • Demerged Undertaking: Consumer finance and related business including lending, investment activities, leasing activities and ancillary support services
  • Share Exchange Ratio: 1:1 - One equity share of TVSM WOS (face value ₹1) for every one equity share of TVS Motor Company
  • Total shares to be issued: 47,50,87,114 equity shares
  • Valuation by M/s. Bansi S. Mehta Valuers LLP, fairness opinion by M/s. JM Financial Limited
  • Post-demerger shareholding pattern of TVSM WOS will mirror TVS Motor Company's pattern
  • Promoter holding: 50.27% (23,88,12,786 shares), Public: 49.71% (23,61,77,311 shares), Non-Promoter Non-Public: 0.02% (97,017 shares)

Listing Plans:

  • Equity shares of TVSM WOS (Resulting Company) will be listed on stock exchanges subject to regulatory approvals