Amalgamation/Merger

October 01, 2026 BSE Limited National Stock Exchange of India Limited 1st Floor, New Trading Ring, Exchange Plaza, 5th Floor, Rotunda Bldg., P. J. Towers, Plot No. C/1, G Block, Dalal Street, Fort, Bandra-Kurla Complex, Mumbai 400 001 Bandra (East), Mumbai 400 051 Scrip Code: 543965 NSE Symbol: TVSSCS Dear Sir/Madam, Sub: Intimation under Regulation 30 and Regulation 51(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Order of the Hon’ble National Company Law Tribunal, Bengaluru Bench sanctioning the Scheme of Amalgamation This is further to our intimation dated July 11, 2026 with respect to the order dated July 7, 2026 passed by the Hon’ble National Company Law Tribunal, Chennai Bench in CP(CAA)/57(CHE)/2025 sanctioning the Scheme of Amalgamation of Mahogany Logistics Services Private Limited (First Transferor Company), TVS SCS Global Freight Solutions Limited (Second Transferor Company), White Data Systems India Private Limited (Third Transferor Company), SPC International (India) Private Limited (Fourth Transferor Company) and Flexol Packaging (India) Limited (Fifth Transferor Company) with TVS Supply Chain Solutions Limited (Transferee Company / the Company) and their respective shareholders (the Scheme), wherein it was, inter alia, informed that the sanction of the Hon’ble National Company Law Tribunal, Bengaluru Bench was awaited in respect of the Fourth Transferor Company, whose registered office is situated in the State of Karnataka. We wish to inform you that the Hon’ble National Company Law Tribunal, Bengaluru Bench has, by its order pronounced on September 30, 2026 in CP(CAA) 56/BB/2025, sanctioned the Scheme insofar as it relates to SPC International (India) Private Limited, the Fourth Transferor Company. The copy of the order as available on the National Company Law Tribunal website is enclosed and is also made available on the Company’s website at www.tvsscs.com. With the receipt of the sanction of the Hon’ble National Company Law Tribunal, Chennai Bench and the Hon’ble National Company Law Tribunal, Bengaluru Bench, the Scheme shall become effective upon filing of the certified copies of the said orders with the jurisdictional Registrar of Companies by the respective companies, with effect from the Appointed Date. Kindly take the same on records. Thanking You, Yours faithfully, For TVS Supply Chain Solutions Limited P D Krishna Prasad Company Secretary Encl.: As above IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH [Through Physical hearing/VC Mode (Hybrid)] ITEM No.14 CP(CAA) 56/BB/2025 IN THE MATTER OF: SPC International (India) Pvt Ltd … Petitioner Petition under Sec 230-232 of CA, 2013 Order delivered on: 30.09.2026 CORAM: SHRI. SUNIL KUMAR AGGARWAL HON’BLE MEMBER (JUDICIAL) SHRI. RADHAKRISHNA SREEPADA HON’BLE MEMBER (TECHNICAL) COUNSELS PRESENT: For the Petitioner : Appeared (Not marked attendance) ORDER C.A(CAA) No. 56/BB/2025 is allowed by separate order. File be consigned to record. -Sd- -Sd- RADHAKRISHNA SREEPADA SUNIL KUMAR AGGARWAL MEMBER (TECHNICAL) MEMBER (JUDICIAL) Jones IN THE NATIONAL COMPANY LAW TRIBUNAL, BENGALURU BENCH, (Hybrid mode) C.P.(CAA) No.56/BB/2025 U/s. 230 to 232 of the Companies Act, 2013 R/w Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. IN THE MATTER OF: SPC International (India) Pvt. Ltd. Registered Office: No.4/11, Hosur Main Road, Near Oxford College, Bommanahalli, Bengaluru – 560068. …Petitioner / Transferor Company Order delivered on: 30.09.2026 CORAM: 1. Shri Sunil Kumar Aggarwal, Hon’ble Member (Judicial) 2. Shri Radhakrishna Sreepada, Hon’ble Member (Technical) COUNSELS PRESENT: For the Petitioner Company : Shri P Chinnappa, Shri Arvind Krishna and Mohammad R For the IT Dept. : Shri Ganesh R Ghale For the ROC : Shri Reddy O R D E R 1. This second motion petition, is filed on 05.01.2026, praying for the following reliefs: a) Pass an Order issuing notice of the Scheme of Amalgamation in respect of which sanction is sought to the following authorities: (i) Central Government through the Office of the Regional Director (South East Region): (ii) Registrar of Companies, Bangalore, Karnataka; (iii)Official Liquidator attached to the Hon’ble High Court of Karnataka; Page 1 of 19 C.P.(CAA) No.56/BB/2025 (iv)Principal Commissioner of Income Tax (Judicial) in the Office of the Principal Chief Commissioner of Income Tax; b) Pass an Order sanctioning the Scheme of Amalgamation between Mahogany Logistics Services Private Limited, TVS SCS Global Freight Solutions Limited, White Data Systems India Private Limited, SPC International (India) Private Limited, FLEXOL Packaging (India) Limited, TVS Supply Chain Solutions Limited and their respective shareholders be sanctioned by this Hon’ble Tribunal so as to be binding on the aforesaid Companies along with their respective shareholders and creditors, and c) direct that the Appointed date of Scheme of Amalgamation be fixed as the 01.04.2025; d) Pass an order directing that the Petitioner Company be dissolved without being ordered to be wound up; e) Pass any such further or other orders, as this Hon’ble Tribunal may deem fit and proper in the circumstances of the case. 2. In the first Motion Application bearing C.A (CAA) No.39/BB/2025 wherein meetings of the Equity Shareholders of the Company. Since there were ‘nil’ Secured Creditors and Un-Secured Creditors that no meeting was required to be held, vide order dated 13.10.2025. 3. On 06.02.2026, the petitioner was directed to serve notices upon Statutory Authorities in terms of Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Companies Arrangements and Amalgamation) Rules, 2016 calling upon them to submit their responses besides issuing public notices in daily newspapers in terms of first motion order. On the direction being complied with, the Petitioner Company informed that no representation whatsoever is received within a period of 30 days and it may be presumed that no Authorities have no objection to the proposed Scheme in view of Rule 7 of the Companies Rules, 2016. Page 2 of 19 C.P.(CAA) No.56/BB/2025 4. The main objects, dates of Incorporation, authorized, issued and paid- up share capital, rationale of the scheme and interest of employees have been considered in the first motion order dated 13.10.2025. 5. It is submitted that the Certificate of Statutory Auditor of the Petitioner Company, issued by B.P. Jayarama Iyer & CO., Chartered Accountants., vide certificate dated 22.01.2024, upon the Scheme becoming effective, the Company shall stand dissolved without being wound up, without any further act, instrument or deed as mentioned in Clause 17 of the proposed Scheme. Accordingly, there is no accounting treatment prescribed under the Scheme which would impact or needs to be reflected in the books of the Company. Copy of Auditor’s Certificate is annexed and marked as Annexure – H. 6. The audited financial statement as on 31.03.2025 of the Petitioner Company and the Unaudited Financial Statement as on 30.09.2025, of the Petitioner Company, are attached as Annexure B and C respectively to the Petition. 7. As per the Scheme, the “Appointed Date” means 01.04.2025. 8. OL Report: Paragraph Nos. 1 to 15 are matters of record. In Para 16 of OL report: It is submitted that an undertaking may be taken from the Petitioner Companies to pay applicable stamp duty and other charges to the State Government and fees to the MCA along with other filings upon approval of the scheme of amalgamation by this Tribunal. Observations by Official Liquidator a) The Board of Directors of Transferor Company No. 4 has approved the scheme on 02.02.2024. The Transferor Company No. 4 vide their letter dated has informed that Transferor Company No. 4 has 7 Equity Shareholders, and no Secure Creditors, Unsecured Creditors as on 07.03.2025. b) From the Financial Statement of the Transferor Company No. 4 for Page 3 of 19 C.P.(CAA) No.56/BB/2025 the FY ending [Showing first 8,000 characters — download PDF for full document]