TVS Holdings Limited will seek shareholder approval via postal ballot for the appointment of Revathy Iyer as a Non-Executive Independent Director. The proposal, approved by the board on September 23, 2026, seeks consent under Section 110 of the Companies Act, 2013.

The appointment is proposed for a tenure of five consecutive years, effective September 23, 2026. Iyer holds Director Identification Number 01952230. This move aligns with corporate governance norms requiring independent oversight on the board.

Regulatory compliance and process

The company stated that the postal ballot notice will be disseminated to stock exchanges upon dispatch to shareholders, in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The process follows the Companies (Management and Administration) Rules 2014.

The Scheme of Arrangement between TVS Holdings and its shareholders has become effective. The company filed Form INC 28 with the Registrar of Companies, Chennai, making the scheme operative from August 27, 2026.

The National Company Law Tribunal (NCLT) Chennai bench had sanctioned the scheme on August 18, 2026, following a vote where 99% of attending equity shareholders approved the plan. This order allows TVS Holdings to distribute surplus reserves by issuing fully paid-up preference shares as a bonus to equity holders.

Record Date and Eligibility

Pursuant to the scheme, the company has fixed September 8, 2026, as the record date. Shareholders whose names are recorded in the register of members or depository records as equity shareholders on this date will be eligible to receive the preference shares.

Scheme Mechanics

Under the approved terms, TVS Holdings will issue 46 preference shares of face value ₹10 each for every 1 equity share of face value ₹5 held. This issuance utilizes the company's retained earnings. The preference shares are cumulative, non-convertible, and redeemable instruments carrying a coupon rate of 6% per annum.

The board holds the discretion to redeem these shares anytime after 12 months from allotment. There is no lock-in period for the preference shares, providing immediate liquidity options for shareholders once listed.

Regulatory Compliance

The tribunal addressed observations from the Regional Director regarding the appointed date and dividend compliance. It ruled that linking the appointed date to the effective date complies with Ministry of Corporate Affairs General Circular No. 9 of 2019. Furthermore, since the company declared an interim dividend of ₹86 per share for FY25-26, the bonus issuance does not violate Section 63(3) of the Companies Act, which prohibits issuing bonus shares in lieu of dividends.

What the Numbers Show

The scheme structure prioritizes liquidity over direct cash distribution. By issuing tradable preference shares rather than cash, TVS Holdings retains capital within its balance sheet until redemption. This approach allows the company to manage its free cash flow flexibility while rewarding shareholders with an income-generating asset yielding 6% annually, distinct from its existing non-convertible debentures rated CARE AA and AA+.

As a Core Investment Company registered with the RBI, TVS Holdings will update its memorandum and articles of association to reflect the enhanced authorized capital.