TVS Motor Company Limited has announced a material update regarding the modification of its Share Purchase Agreement for the divestment of shareholding in Roppen Transportation Services Private Limited. The company informed stock exchanges about this development through a regulatory filing under SEBI guidelines on February 19, 2026.

Share Purchase Agreement Modification

The company received notification from Accel India VIII (Mauritius) Limited on February 18, 2026, regarding changes to the purchase structure of Series D Compulsory Convertible Preference Shares. The modification involves redistribution of shares between related entities while maintaining the original transaction terms.

Transaction Parameters Unchanged

The modification does not alter the fundamental terms of the original Share Purchase Agreement dated November 6, 2025. The aggregate number of securities proposed to be divested remains unchanged, and the total consideration receivable by TVS Motor Company under the agreement stays intact.

Regulatory Compliance and Disclosure

TVS Motor Company has treated this development as a material update under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company notified both BSE Limited and National Stock Exchange of India Limited about this modification to ensure transparency and regulatory compliance.

The filing was digitally signed by K S Srinivasan, Company Secretary, on February 19, 2026, maintaining the company's commitment to timely disclosure of material developments to stakeholders and market participants.

TVS Motor Company Limited has published statutory advertisements in newspapers on February 13, 2026, in compliance with SEBI regulations for the listing and trading approval of its 6% Cumulative Non-Convertible Redeemable Preference Shares (NCRPS).

Regulatory Compliance and Publication Details

The advertisements were published in three newspapers as required under SEBI Master Circular provisions. The company received exemption from SEBI vide letter dated February 9, 2026, from the applicability of Rule 19(2)(b) of the Securities Contract (Regulations) Rules, 1957.

NCRPS Allotment and Structure

Under the Scheme of Arrangement approved by the Hon'ble National Company Law Tribunal, Chennai on July 31, 2025, TVS Motor allotted 190,03,48,456 NCRPS on September 01, 2025. The preference shares were issued as bonus shares in the ratio of 4 NCRPS for every 1 equity share held by shareholders as on the record date of August 25, 2025.

Stock Exchange Approvals

The company has received in-principle approvals from both major stock exchanges for listing the NCRPS. National Stock Exchange of India Limited granted approval vide letter no. NSE/LST/50825 dated November 21, 2025, while BSE Limited provided approval through letter no. DCS/AMAL/BW/PS19/2025-26 dated November 20, 2025.

Capital Structure Changes

The scheme implementation resulted in significant changes to the company's authorized share capital structure:

Shareholding Pattern

The NCRPS allotment maintains the same shareholding pattern as equity shares, with TVS Holdings Limited being the largest shareholder holding 50.26% of both equity and preference shares. The top institutional investors include ICICI Prudential Balanced Advantage Fund (6.28%), Axa Mutual Fund (1.32%), and NPS Trust (1.29%).

Financial Performance Highlights

TVS Motor's recent financial performance demonstrates strong operational metrics. For the nine months ended December 31, 2025, the company reported consolidated revenue from operations of ₹41,016.79 crore and profit after tax of ₹2,366.88 crore, with earnings per share of ₹47.29.

The statutory advertisements mark a crucial step in the listing process for the NCRPS, providing shareholders with a tradeable instrument while offering the company flexibility in liquidity management until redemption.