Key Details

Symbol (NSE): TVSSCS

Corporate Action: Scheme of Amalgamation

Record Date: Not Specified

Nature of Scheme: Amalgamation of wholly-owned subsidiaries into parent company

Entities Involved:

  • Transferor Companies: Mahogany Logistics Services Private Limited (First Transferor), TVS SCS Global Freight Solutions Limited (Second Transferor), White Data Systems India Private Limited (Third Transferor), SPC International (India) Private Limited (Fourth Transferor), Flexol Packaging (India) Limited (Fifth Transferor)
  • Transferee Company: TVS Supply Chain Solutions Limited

Demerged Company: SPC International (India) Private Limited (Fourth Transferor Company)

Resulting Company: TVS Supply Chain Solutions Limited (Transferee Company)

Share Entitlement Ratio: Not applicable - as SPC International (India) Private Limited is a wholly-owned subsidiary of TVS Supply Chain Solutions Limited, all equity shares held by the Transferee Company will be cancelled and extinguished without any new share issuance.

Implied Capital Structure Impact: Capital reduction through cancellation of shares without fresh issuance. No dilution impact as subsidiary shares are extinguished.

Post-Allotment Listing Plan: SPC International (India) Private Limited will be dissolved without winding up and absorbed into the already listed TVS Supply Chain Solutions Limited.

Regulatory and Approval Status:

  • NCLT Chennai Bench approval received on 07 July 2026 for other transferor companies
  • NCLT Bengaluru Bench approval received on 30 September 2026 for SPC International (India) Private Limited
  • All regulatory approvals obtained including SEBI, BSE, and NSE
  • No objections from statutory authorities (ROC, RD, OL, Income Tax Department)

Effective Date: The scheme will become effective upon filing of certified copies of NCLT orders with the jurisdictional Registrar of Companies, with effect from the Appointed Date of 01 April 2025.

Financial Rationale: The amalgamation aims to simplify the corporate structure, consolidate operations, and achieve operational efficiencies by merging wholly-owned subsidiaries with the parent company.

Impact on Shareholders: For SPC International (India) Private Limited shareholders (primarily TVS SCS holding 99.98%), shares will be cancelled without new share issuance. Employee continuity is protected under Clause 7.1 of the Scheme ensuring uninterrupted service with terms no less favorable.

Financial Context

  • SPC International (India) Private Limited reported revenue from operations of ₹22.42 crore for FY ending 31.03.2024 and ₹24.13 crore for FY ending 31.03.2025
  • Employee benefits expenses: ₹3.79 crore as of 31.03.2025
  • Statutory dues: ₹0.58 crore (all discharged by due dates)
  • MSME dues: ₹0.33 crore (all paid within contractual terms)