The boards of directors of four entities within the tvs holdings group have approved a Composite Scheme of Amalgamation aimed at simplifying the corporate structure and consolidating assets. The scheme involves STPL Trading and Services Private Limited (Transferor Company 1), Home Credit India Finance Private Limited (Transferee Company 1 or Transferor Company 2), TVS Housing Finance Private Limited (Transferor Company 3), and TVS Credit Services Limited (Transferee Company 2). This restructuring is designed to reduce regulatory compliances, achieve operational synergies, and consolidate Non-Banking Financial Companies (NBFCs) in accordance with Reserve Bank of India directions.

TVS Holdings Limited received intimation of the board approvals on August 5, 2026, at 2:57 PM IST from its subsidiary, Home Credit India Finance Private Limited. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The scheme is governed by Sections 230 to 232 of the Companies Act, 2013.

The amalgamation requires several statutory and regulatory approvals before implementation. These include clearances from the Reserve Bank of India, the Competition Commission of India, the National Stock Exchange of India Limited, the Securities and Exchange Board of India, and the jurisdictional National Company Law Tribunal. Additionally, approval from the shareholders and creditors of the involved companies is required as applicable.

Financial details of the entities involved as on June 30, 2026, are outlined below:

The consideration for the amalgamation has been determined by independent registered valuer M/s. Bansi S Mehta Valuers LLP (Registration No. IBBI/RV – E /06/2022/172) and will be discharged on an arm's length basis. Although the transaction falls within related party transactions, it does not attract the requirements of Section 188 of the Companies Act, 2013, as per General Circular No. 30/2014 issued by the Ministry of Corporate Affairs.

Share Exchange Ratios

The share exchange ratios are based on estimated values as of March 31, 2027, and may be revised by the registered valuer based on fair values determined at the end of the financial quarter immediately preceding the Effective Date. JM Financial Services Limited, an Independent SEBI Registered Merchant Banker, has issued a fairness opinion on these ratios.

• STPL Trading and Services to Home Credit India: Shareholders of STPL Trading and Services will receive 155.79 equity shares of ₹10 each fully paid up of Home Credit India Finance for every 200 equity shares of ₹10 each fully paid up held.
• Home Credit India to TVS Credit Services: Shareholders of Home Credit India Finance will receive 9.94 equity shares of ₹10 each fully paid up of TVS Credit Services for every 180 equity shares of ₹10 each fully paid up held.
• TVS Housing Finance to TVS Credit Services: As TVS Housing Finance is a wholly owned subsidiary of TVS Credit Services, no consideration will be issued upon its amalgamation.

What the Numbers Show

The consolidation significantly centralizes the group's financial assets. TVS Credit Services Limited, the primary transferee in one leg of the scheme, holds total assets of ₹35,683.36 crore, dwarfing the asset base of STPL Trading and Services (₹387.26 crore) and TVS Housing Finance (₹0.02 crore). Home Credit India Finance, which acts as both a transferee and transferor, holds substantial assets at ₹8,367.07 crore. This structural rationalization aims to eliminate duplicate expenses and enhance capital efficiency across the NBFC verticals, aligning with RBI directives for consolidation within the group.

TVS Holdings Limited has received approval for its proposed amalgamation plan with several of its subsidiaries. While this marks a significant step forward in the consolidation process, the transaction is not yet fully concluded, as key regulatory approvals remain outstanding.

Regulatory Approvals Pending

Despite securing the initial approval for the amalgamation, TVS Holdings still requires clearances from two critical regulatory bodies before the plan can be formally implemented. The following approvals are currently pending:

• Reserve Bank of India (RBI): Regulatory clearance from the central bank is required as part of the amalgamation process.
• National Company Law Tribunal (NCLT): Judicial approval from the NCLT is also necessary to give legal effect to the proposed merger.

Key Details of the Amalgamation

The table below summarises the key parameters of the announced amalgamation plan as available from the disclosed information:

The amalgamation, once all regulatory approvals are in place, would result in the consolidation of TVS Holdings with the identified subsidiaries. The completion of the process remains contingent on the outcomes of the pending regulatory reviews by the RBI and the NCLT.