Date: 28th October 2026

Board Meeting Outcomes

TVS Motor Company Limited Board of Directors at its meeting held on 28th October 2026 at 2:50 PM IST approved:

  • Acquisition of entire stake of Harita ARC Limited (TVSM WOS) from TVS Credit Services Limited for cash consideration of ₹25,000
  • Composite Scheme of Arrangement under Sections 230-232 of Companies Act, 2013 involving:
  • Amalgamation of TVS Motor Services Limited (Transferor Company) with TVS Motor Company Limited (Transferee Company)
  • Demerger of Consumer Finance and Related Business Undertaking from TVS Motor Company Limited into Harita ARC Limited (Resulting Company/TVSM WOS)

Acquisition Details

Target Entity: Harita ARC Limited (TVSM WOS)

Acquisition Details: 100% equity share capital (2,500 equity shares of ₹10 each)

Consideration: Cash payment of ₹25,000

Completion Date: 28th October 2026

Related Party Transaction: Yes, acquired from TVS Credit Services Limited (material subsidiary) on arm's length basis

Industry: Financial Services

Purpose: To carry consumer finance related business after implementation of the demerger

Target Company Background: Incorporated on 25th August 2017, paid-up capital: ₹25,000, turnover: Nil, yet to commence business operations

Amalgamation Details

Entities Involved:

  • TVS Motor Company Limited (Transferee Company) - Total assets: ₹32,832.13 Cr, Net worth: ₹13,808.53 Cr, Turnover: ₹35,769.96 Cr (as of 30th September 2026)
  • TVS Motor Services Limited (Transferor Company) - Total assets: ₹251.44 Cr, Net worth: ₹198.93 Cr, Turnover: Nil (as of 30th September 2026)

Business Profiles:

  • TVS Motor: Third largest two-wheeler manufacturer globally and three-wheeler manufacturer with facilities in Hosur, Mysuru, Nalagarh (India) and Karawang (Indonesia)
  • TVS Motor Services: Involved in buying, selling, leasing, servicing automobiles, automotive products, spare parts, components, accessories, fuels and lubricants

Rationale: To streamline group corporate structure and consolidate assets and liabilities, leading to operational synergies

Consideration: No consideration discharged as Transferor Company is wholly owned subsidiary

Shareholding Impact: No change in TVS Motor Company's shareholding pattern

Demerger Details

Demerged Undertaking: Consumer finance and related business of TVS Motor Company including lending and investment activities, consumer finance business, leasing activities and ancillary support services undertaken directly or through subsidiaries

Financial Scale:

  • Turnover of Demerged Undertaking (as of 30th September 2026): ₹3,921 Crore
  • Total turnover of TVS Motor Company: ₹35,770 Crore
  • Percentage: Approximately 11% of total turnover

Rationale for Demerger:

  • Simplify group structure and create focused businesses
  • Consumer finance business needs separate strategy suited to industry-specific risks
  • Nature and competition differ from other businesses
  • Benefits include unlocking value for shareholders, creating independent company focusing exclusively on consumer finance, attracting different sets of investors, and enabling higher leverage for growth

Shareholding Changes:

  • TVS Motor Company: No change in shareholding pattern
  • Resulting Company (TVSM WOS): Will issue 1 equity share for every 1 equity share of TVS Motor Company to shareholders
  • Post-demerger shareholding pattern of Resulting Company will mirror TVS Motor Company's pattern:
  • Promoters: 50.27% (23,88,12,786 shares)
  • Public: 49.71% (23,61,77,311 shares)
  • Non-Promoter Non-Public: 0.02% (97,017 shares)
  • Total: 47,50,87,114 shares
  • TVS Motor Services Limited: Will be dissolved without winding up

Valuation and Fairness Opinion:

  • Share entitlement ratio determined by M/s. Bansi S. Mehta Valuers LLP (Registered Valuer)
  • M/s. JM Financial Limited issued fairness opinion on the share entitlement ratio

Listing: Equity shares of Resulting Company will be listed on stock exchanges subject to regulatory approvals

Regulatory Approvals Required

The Scheme is subject to approvals from:

  • BSE Limited and National Stock Exchange of India Limited
  • Securities and Exchange Board of India (SEBI)
  • Jurisdictional National Company Law Tribunal (NCLT)
  • Shareholders and creditors of the companies involved

Press Release Highlights

Strategic Intent:

  • Unlock shareholder value through focused platform for consumer finance businesses
  • Provide greater strategic autonomy, sharper capital allocation and enhanced flexibility
  • Shareholders to participate in growth of both mobility and financial services businesses

Business Scale: NBFC TVS Credit along with Home Credit India serves more than 45 million customers across 100,000 touchpoints in India

Recent Developments:

  • August 2026: NBFC Companies within Group approved merger proposal to consolidate consumer finance businesses
  • Acquisition of education finance company Varthana
  • Investment in Jana Small Finance Bank

Leadership Statement: Sudarshan Venu, Chairman, emphasized India's expanding financial services sector opportunities driven by digitization, expanding credit access, and growing middle class aspirations

Additional Approval: Board approved acquiring controlling interest in STPL Trading and Services Private Limited which is merging with TVS Credit Services, giving TVS Motor additional ~2.4% holding in TVS Credit Services post-merger