TVS Electronics Limited has filed a disclosure under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following the completion of share allotment under its amalgamation scheme with TVS Investments Private Limited. The disclosure was submitted on December 24, 2025, detailing significant changes in promoter shareholding structure.

Share Allotment and SAST Compliance

The company completed the final step of the amalgamation scheme by implementing share restructuring and filing mandatory regulatory disclosures:

The cancelled shares were fully paid-up equity shares held by TVS Investments Private Limited (Transferor Company), representing 59.84% of TVS Electronics Limited. An equivalent number of new equity shares have been allotted to shareholders of the Transferor Company proportionate to their holdings as on the record date.

Promoter Shareholding Structure Post-Amalgamation

The amalgamation has resulted in significant changes to the promoter shareholding pattern:

Public Shareholding Adjustment

The scheme implementation has resulted in a corresponding adjustment in public shareholding:

Consequently, the promoter and promoter group shareholding reduced by 25,000 shares, with public shareholding increasing correspondingly by the same amount.

Regulatory Timeline and Compliance

The amalgamation scheme has progressed through all regulatory milestones with full compliance:

The newly allotted equity shares rank pari-passu with existing equity shares and are listed on BSE Limited and National Stock Exchange of India Limited. The completion of this share allotment and SAST disclosure marks the final implementation of the NCLT-sanctioned amalgamation scheme, with all regulatory requirements fulfilled and the corporate restructuring now fully effective.

TVS Electronics has successfully resolved a material pending litigation with the Karnataka Goods and Services Tax (GST) Department, significantly reducing the initial demand from Rs. 2.31 crore to Rs. 48,190.

Dispute Details

The GST dispute centered around vendor payments made after 180 days from the invoice date for the financial year 2021-22. The Karnataka GST Department had initially issued a show cause notice under Section 73(1) of the CGST/KGST Act 2017, demanding Rs. 2.31 crore, which included a penalty of Rs. 0.96 crore.

Resolution Process

TVS Electronics took proactive steps to address the issue:

1. Filed a reply to the show cause notice
2. Submitted supporting documents to justify their position

As a result of these efforts, the GST department significantly reduced the demand amount.

Financial Implications

The resolution of this dispute has led to a substantial reduction in the company's potential financial liability:

The final amount of Rs. 48,190 includes interest and penalty. TVS Electronics has stated that they will remit this amount to conclude the proceedings.

Company's Financial Position

Despite this GST dispute, TVS Electronics' overall financial position remains stable. The company reported:

The company's ability to resolve this GST dispute with a significantly reduced liability demonstrates its effective management of regulatory challenges. This resolution is expected to have a minimal impact on the company's financial statements, given the substantial reduction in the demanded amount.

TVS Electronics' proactive approach in addressing this issue and providing necessary documentation to support their case highlights the company's commitment to regulatory compliance and financial transparency.

Investors and stakeholders may view this resolution positively, as it removes a potential financial uncertainty and showcases the company's ability to effectively manage and resolve regulatory disputes.