The National Company Law Tribunal (NCLT), Chennai Bench, has sanctioned the Scheme of Amalgamation involving five transferor companies with TVS Supply Chain Solutions Limited . The order, dated July 07, 2026, approves the merger of Mahogany Logistics Services Private Limited, TVS SCS Global Freight Solutions Limited, White Data Systems India Private Limited, SPC International (India) Private Limited, and Flexol Packaging (India) Limited with the transferee company. The Scheme is effective from the Appointed Date of April 01, 2023, subject to the sanction by the NCLT, Bengaluru Bench regarding SPC International (India) Private Limited.

Shareholder Approval and Consideration

The Scheme received approval from the requisite majority of shareholders and creditors. In the meeting of equity shareholders of the transferee company, 238 shareholders representing 96.75% of the total value voted in favour, while 8 shareholders representing 3.25% voted against. The unsecured creditors also approved the scheme with 99.997% of the total unsecured creditors casting their votes in favour.

As consideration for the amalgamation, the transferee company will issue 3,75,02,140 fully paid-up equity shares of ₹1 each to the shareholders of Mahogany Logistics Services Private Limited. The shares held by the transferee company in the wholly owned subsidiaries will be cancelled and extinguished upon the sanction of the Scheme.

Financial and Tax Implications

The Tribunal addressed various objections raised by the Regional Director and the Official Liquidator regarding the Scheme, including the Appointed Date, accounting treatment, and valuation. It was observed that the delay in filing the Scheme was due to the time taken to obtain approvals from the stock exchanges. The Tribunal directed that the set-off of fees payable on authorized capital shall be made in accordance with Section 232(3)(i) of the Companies Act, 2013.

The Income Tax Department conveyed its 'no objection' to the Scheme for the second, third, fourth, and fifth transferor companies. However, for the first transferor company, the Department noted pending assessment proceedings for Assessment Year 2017-18 and sought that the amalgamation be considered after the proceedings attain finality. The Tribunal clarified that the sanction does not curtail the powers of the Income Tax Department to conduct assessments and recover tax dues, as the Scheme provides for the transfer of all liabilities to the transferee company.

Key Details of the Scheme

Conditions and Effective Date

The Scheme will become effective upon the filing of certified copies of the Tribunal's order with the Registrar of Companies. The transferee company is directed to file the revised Memorandum and Articles of Association and make necessary payments for the enhancement of authorized capital. The transferor companies will be dissolved without winding up upon the Scheme becoming effective. The company will make further intimations to the stock exchanges upon receipt of the order from the NCLT, Bengaluru Bench and upon the Scheme becoming effective.

TVS Supply Chain Solutions Limited has filed its Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26 (FY26) with the stock exchanges. The report outlines the company's commitment to sustainability, detailing its environmental, social, and governance (ESG) performance and initiatives. The filing, submitted on July 11, 2026, highlights the company's strategic focus on responsible business conduct and long-term value creation for stakeholders.

The company identified material issues such as employee health and safety, climate change emissions, and energy management as key risks and opportunities. In response to climate risks, TVS SCS has committed to achieving net zero emissions by 2050. The roadmap includes a target to reduce Scope 1 and Scope 2 emissions by 66% by 2040 through enhanced energy efficiency and the adoption of renewable energy. The company also aims for a 33% reduction in Scope 3 emissions through sustainable sourcing and logistics optimisation.

Financial and Operational Disclosures

The BRSR provides detailed insights into the company's operations and workforce. As of March 31, 2026, the company had a paid-up capital of ₹44.16 crores. It operates 231 operational locations and warehouses nationally, serving 22 states across India. The workforce comprises 3,836 employees and 8,110 workers, with women constituting 8% of the total employees and 8% of the total workers.

The company reported that 94.85% of its turnover comes from income from supply chain management services. Key industry segments served include automotive, FMCG, e-commerce, telecom, and healthcare. TVS SCS serves 23 customers featured in the Fortune 500 list in India.

Corporate Social Responsibility

TVS Supply Chain Solutions disclosed that Corporate Social Responsibility (CSR) is applicable to the company. For FY26, the company reported a turnover of ₹1,991.02 crores and a net worth of ₹2,657.71 crores. Consequently, the company spent ₹136.49 lakhs on CSR activities during the financial year.

Environmental Performance

The report details the company's environmental impact for FY26. Total energy consumption stood at 60.20 Tera Joules, comprising 54.57 Tera Joules from electricity and 5.63 Tera Joules from fuel. The company reported total Scope 1 emissions of 384 t CO2e and Scope 2 emissions of 10,762 t CO2e. Scope 3 emissions were recorded at 45,183 t CO2e.

Water consumption totalled 32,082 kilolitres, all sourced from third parties. The company stated it is a zero liquid discharge entity, ensuring all acquired water is consumed within facilities with no wastewater discharge. Total waste generated was 327.07 metric tonnes, consisting primarily of non-hazardous waste like metal and wooden scraps.

Governance and Stakeholder Engagement

TVS SCS affirmed that it has policies covering all nine principles of the National Guidelines on Responsible Business Conduct (NGRBC). The Risk Management Committee of the Board oversees sustainability-related matters. During the year, the company received 16 customer complaints, of which 4 were pending resolution at the end of the year. There were no reported fines or penalties for regulatory non-compliance during FY26.