TVS Supply Chain Solutions Limited has scheduled its 22nd Annual General Meeting (AGM) for Wednesday, August 5, 2026, at 3:00 PM IST. The meeting will be conducted via Video Conferencing (VC) or Other Audio Visual Means (OAVM) in compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Members can attend and participate through VC/OAVM only, and their attendance shall count for the purpose of quorum under Section 103 of the Act.

The Notice of the AGM and the Annual Report for the Financial Year 2025-26 were sent electronically to members on July 11, 2026. These documents are also available on the company’s website, the websites of BSE Limited and National Stock Exchange of India Limited, and on the NSDL e-voting platform.

Remote E-Voting Schedule

Members holding shares in physical or dematerialized form can cast their votes via remote e-voting. The facility will be available from Sunday, August 2, 2026 (9:00 AM IST) to Tuesday, August 4, 2026 (5:00 PM IST). The cut-off date to determine eligibility for voting is Tuesday, July 28, 2026. Voting rights are proportional to the paid-up value of shares held as of this date.

Members who acquire shares after the dispatch of the notice but hold them as of the cut-off date may request their user ID and password from NSDL, the company, or the Registrar and Share Transfer Agent (RTA), MUFG Intime India Private Limited. Those who have already voted via remote e-voting may attend the AGM but are not entitled to vote again.

Key AGM Details

Due to the virtual nature of the meeting, the facility for appointing proxies is not available. Corporate members wishing to appoint authorized representatives must send a certified true copy of the board resolution to the Scrutinizer via email.

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.