TVS Motor Company Limited has received a significant regulatory milestone as the Hon'ble National Company Law Tribunal (NCLT), Division Bench – I, Chennai, vide its order dated 6 May 2026, sanctioned the Scheme of Amalgamation of Sundaram Auto Components Limited with TVS Motor Company Limited. The order was pronounced by Hon'ble Shri. Sanjiv Jain, Member (Judicial), and Hon'ble Shri. Venkataraman Subramaniam, Member (Technical), under Sections 230–232 of the Companies Act, 2013. TVS Motor Company informed the stock exchanges of this development on 8 May 2026 at 12.05 PM (IST), in compliance with Regulation 30 and 51(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Details of the Amalgamation Scheme

The scheme was filed under petition CP(CAA)/95(CHE)2025 in CA(CAA)/79(CHE)2025, with Sundaram Auto Components Limited as the Transferor Company and TVS Motor Company Limited as the Transferee Company. Since Sundaram Auto Components Limited is a wholly owned subsidiary of TVS Motor Company Limited, no consideration is to be issued pursuant to the amalgamation. The entire share capital of the Transferor Company held by the Transferee Company and its nominees shall stand cancelled without any further application, act, or deed upon the scheme becoming effective.

Rationale for the Scheme

The scheme's rationale, as enumerated in Clause C of the Scheme, centres on simplifying the group structure and consolidating the assets and liabilities of the Transferor Company with the Transferee Company. The stated objectives include:

• Streamlining of corporate structure and consolidation of assets and liabilities, leading to synergies of operations and long-term sustainable growth
• Simplification of corporate structure by reducing the multiplicity of legal and regulatory compliances
• Reduction of administrative responsibilities, multiplicity of records, cost savings, and elimination of duplicate expenses
• Achieving optimal and efficient utilisation of capital and enhancing operational and management efficiencies

Regulatory and Statutory Observations

Prior to sanctioning the scheme, the NCLT considered observations from the Regional Director (RD), Southern Region, the Official Liquidator (OL), and the Income Tax Department. The RD's report, filed on 2 March 2026, raised observations relating to the appointed date, declaration of significant beneficial ownership, pending GST disputes, status of charges, and dividend declaration. The Petitioner Companies addressed these observations through a Joint Affidavit dated 10 March 2026.

A notable observation by the RD concerned the dividend of Rs. 100.27 Crores declared for FY 2024-25, which appeared disproportionate relative to the Profit Before Tax of Rs. 6.98 Crores for the same year and total income of Rs. 0.97 Crores. The Petitioners clarified that the dividend was declared from accumulated Reserves and Surplus. The NCLT observed that the total Reserves and Surplus (including General Reserves, Securities Premium, and Retained Earnings) as of FY 2023-2024 amounted to Rs. 134.17 Crores, and upon adding profits for FY 2024-2025, the total amount available for distribution stood at Rs. 157.35 Crores, with balance reserves of Rs. 57.08 Crores post dividend declaration. The Statutory Auditor certified the dividend declaration as compliant with Section 123 of the Companies Act, 2013.

Dissolution and Effective Date

In accordance with Clause 11 of the Scheme, upon the scheme becoming effective, the Transferor Company shall stand dissolved without being wound up. The Transferor and Transferee Companies are required to file a certified copy of the NCLT order with the Registrar of Companies within thirty days of receipt of the order. Upon such filing, the name of the Transferor Company shall be struck off from the records of the Registrar of Companies, and all documents relating to the Transferor Company shall be consolidated with the files of the Transferee Company. All assets, debts, liabilities, duties, obligations, employees, and pending proceedings of the Transferor Company shall vest in and be continued by the Transferee Company from the Appointed Date of 1 April 2025.

TVS Motor Company has announced a conference call to discuss its financial performance for the quarter ended March 31, 2026. The call is scheduled for Wednesday, May 13, 2026, at 5:00 PM IST and is being organised in association with 360 ONE Capital Market Private Limited (formerly Batlivala & Karani Securities India Pvt Ltd). The announcement was made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and was communicated to both BSE Limited and the National Stock Exchange of India Ltd. on May 6, 2026.

Management Participation

The conference call will feature senior leadership from TVS Motor Company. The following management representatives are scheduled to participate:

• Mr. K N Radhakrishnan – Director and Chief Executive Officer
• Mr. K Gopala Desikan – Chief Financial Officer

Conference Call Details

Investors and analysts can participate in the call through the following access details:

Participants may also register for the call online via the following link: https://services.choruscall.in/DiamondPassRegistration/register?confirmationNumber=9685005&linkSecurityString=4f4a034992

Contact for Further Information

For additional details regarding the conference call, participants may reach out to the organising team at 360 ONE Capital Market Research:

• Contact Person: Mr. Annamalai Jayaraj
• Phone: +91-99401 89718 / +91-7304763033
• Email: annamalai.jayaraj@bksec.com

The disclosure was signed by K S Srinivasan, Company Secretary of TVS Motor Company, and submitted to the stock exchanges in accordance with applicable regulatory requirements.