TVS Motor Company's Investment Committee of the Board of Directors, at its meeting on May 18, 2026, approved the execution of a Share Purchase Agreement (SPA) with Jana Holdings Limited for the acquisition of a 4.90% stake in Jana Small Finance Bank Ltd. The meeting commenced at 10:45 A.M. (IST) and concluded at 12:05 P.M. (IST). Separately, Jana Small Finance Bank also filed a disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that Jana Holdings Limited — a promoter of the bank — had intimated the company of its entry into the SPA with TVS Motor Company Limited as the purchaser.

Acquisition Details

The proposed transaction involves the purchase of 51,60,903 equity shares of Jana Small Finance Bank Limited from Jana Holdings Limited, representing 4.90% of the bank's paid-up share capital as on May 18, 2026. The acquisition will be settled through cash consideration. Key details of the transaction are outlined below:

The acquisition is not classified as a related party transaction of TVS Motor Company. However, the company has disclosed that GWC Family Fund Investments Pte. Ltd., a body corporate controlled by a member of the promoter group of TVS Motor Company, proposes to subscribe to an aggregate of 68,29,909 share warrants of Jana Small Finance Bank Limited, subject to applicable approvals including that of the Reserve Bank of India.

About Jana Small Finance Bank

Jana Small Finance Bank Ltd is a public limited company incorporated on 24 July 2006 under the laws of India, with its registered office in Bengaluru, Karnataka. As of March 31, 2026, it is ranked as the fourth largest Small Finance Bank in terms of both AUM and deposit size. The bank has an established presence in mass retail and MSME banking, with a strong growing secured lending base and a national distribution footprint. It operates across 822 outlets spanning 23 states and 2 Union Territories, serving over 12 million customers, with advances and deposits of over Rs. 35,000 crore each.

Jana Small Finance Bank's total income has shown consistent growth over the past three fiscal years, as detailed below:

For FY 2025-26, the bank reported a profit after tax of INR 326.43 crores and a net worth of INR 4,215.50 crores, based on its audited financial statements.

Strategic Rationale

The stated objective of the acquisition is to provide better insight into the banking ecosystem and allow for mutual collaboration in various areas for the long-term success of Jana Small Finance Bank, subject to applicable laws. This investment forms part of TVS VENUS's broader strategy to acquire up to 9.9% equity ownership in the bank on a fully diluted basis, through a combination of primary issuance of warrants and a secondary purchase.

TVS VENUS has an established presence in India's financial services sector through TVS Credit Services, a leading Non-Banking Financial Company offering consumer and retail loans to millions of customers across India. TVS VENUS has also signed definitive agreements to acquire 100% stake in PGIM India Asset Management.

Sudarshan Venu, Chairman, TVS Motor Company, stated: "We firmly believe that a key driver to India's growth is the strengthening and expansion of India's financial services. We have been serving more than 44 million financial services customers across more than 100,000 touch points pan India, and are excited about the huge opportunity that the sector presents. This investment in Jana is aligned with TVS VENUS's long-term approach to support high-quality institutions that serve India's growing financial needs and its expanding digital financial eco-system. Jana Small Finance Bank has built a credible banking franchise with a strong presence across customer segments central to India's credit, savings, and investment growth. We are thankful to TPG Capital for backing and building Jana together with Ajay and his team. We are also excited to welcome new investors, particularly the highly respected industrialist Mr S P Lohia, founder of Indorama Corporation and Ms Shruti Lohia, through her investment vehicle 2i Capital PCC. Subject to the necessary approvals, we look forward to supporting Jana in its journey towards a leading Bank in India."

About TVS VENUS

TVS VENUS operates as an institutional platform to build, anchor and scale globally respected enterprises focused on mobility, financial services, real estate, and lifestyle sectors. With a presence across 90+ countries, TVS VENUS reported approximately USD 6.5 billion in FY26 revenue and brings together a portfolio of over 64,000 people representing 50+ nationalities, with centres of excellence across India, Indonesia, Italy, and the United Kingdom. The flagship of the group, TVS Motor Company, is a reputed two and three-wheeler manufacturer and a global leader in sustainable mobility.

Completion Timeline

The consummation of the proposed acquisition is subject to the satisfaction of customary conditions precedent under the SPA and is expected to be completed within 3 months from May 18, 2026. The transaction will be completed after receipt of necessary approvals and fulfilment of customary closing conditions.

A notable block trade was recorded on the National Stock Exchange (NSE) for TVS Motor Company Ltd., involving approximately 1,01,507 shares at a price of Rs. 3331.20 per share, aggregating to a total deal value of Rs. 33.81 crores.

Block Trade Details

The following table summarizes the key parameters of the block trade:

Market Significance

Block trades are large-volume transactions executed on the exchange, typically involving institutional investors or significant market participants. Such trades are conducted through a separate block deal window provided by the exchange and are closely monitored by market observers for the insights they may offer into institutional trading activity. The execution of this trade at Rs. 3331.20 per share for TVS Motor Company on the NSE underscores the continued interest of large-scale investors in the stock.