Acquisition

28th October 2026 BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange plaza, 5th Floor, Dalal Street, Bandra-Kurla Complex, Mumbai 400 001 Bandra (E), Mumbai 400 051 Scrip Code: 532343 Scrip Code: TVSMOTOR Subject : Outcome of the meeting of the Board of Directors of TVS Motor Company Limited (“Company”) held on 28th October 2026 and disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended (“Listing Regulations”) Ref : Composite Scheme of Arrangement amongst TVS Motor Services Limited (“Transferor Company”) and TVS Motor Company Limited (“Transferee Company” or “Demerged Company” or “TVSM”) and Harita ARC Limited (“Resulting Company” or ”TVSM WOS”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 Dear Sir / Madam, Pursuant to Regulation 30 and 51 of the Listing Regulations, we wish to inform you that the Board of Directors of the Company (“Board”), at its meeting held today, has, inter alia, considered and approved the following: 1. Acquisition of entire stake of Harita ARC Limited (“TVSM WOS”); 2. Composite Scheme of Arrangement amongst TVS Motor Services Limited (“Transferor Company”), TVS Motor Company Limited (“Company” or “Transferee Company” or “Demerged Company”) and Harita ARC Limited (“Resulting Company/ TVSM WOS”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) (“Scheme”). The Transferor Company and the Resulting Company are wholly owned subsidiaries of the Company. The Scheme, inter alia, provides for: (i) the amalgamation of the Transferor Company with the Company; and (ii) the demerger of the Demerged Undertaking (as defined in the Scheme) from the Company into the Resulting Company on a going concern basis, in consideration for which the Resulting Company shall issue its shares to the shareholders of the Company in proportion to their shareholding in the Company. The Scheme is, inter alia, subject to the receipt of statutory, regulatory and customary approvals, including approvals from BSE Limited and the National Stock Exchange of India Limited (collectively, the “Stock Exchanges”), the Securities and Exchange Board of India, the jurisdictional National Company Law Tribunal and the shareholders and creditors (as applicable) of the companies involved in the Scheme. Website: www.tvsmotor.com Email: contactus@tvsmotor.com CIN: L35921TN1992PLC022845 The Scheme, as approved by the Board, will be made available on the website of the Company at www.tvsmotor.com upon its submission to the Stock Exchanges. The disclosures required to be made pursuant to Regulation 30 and 51 of the Listing Regulations read with Para A of Part A of Schedule III of the Listing Regulations and SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, for: 1. Acquisition of TVSM WOS; 2. Amalgamation of the Transferor Company with the Company; and 3. Demerger of the Demerged Undertaking from the Company into the Resulting Company are attached as Annexure A, B and C respectively. The copy of press release being submitted to the media is also enclosed herewith. Date and time of occurrence of event: 28th October 2026 at 2.50 P.M. (IST) Thanking You, Yours faithfully For TVS MOTOR COMPANY LIMITED K S Srinivasan Company Secretary Encl: a/a Website: www.tvsmotor.com Email: contactus@tvsmotor.com CIN: L35921TN1992PLC022845 Annexure A Disclosure of information pursuant to Regulation 30 of the Listing Regulations Disclosure for acquisition of shares (including agreement to acquire) S.No Particulars Details 1. Name of the target entity, details in Name of Target: Harita ARC Limited (“TVSM WOS”) brief such as size, turnover etc. Details of Target: TVSM WOS is acquired to inter alia carry on the consumer finance and related business after implementation of the demerger. Paid-up Capital: Rs. 25,000/- Turnover: Nil 2. Whether the acquisition would fall Yes, the proposed transaction is a related party within related party transaction(s) transaction. The Company has acquired shares of and-whether the promoter/ promoter TVSM WOS from TVS Credit Services Limited, a group/ group companies have any material subsidiary of the Company. interest in the entity being acquired? If yes, nature of interest and details The acquisition is done on an “arm’s length” basis. thereof and whether the same is done at “arm’s length” 3. Industry to which the entity being Financial Services acquired belongs 4. Objects and effects of acquisition The said acquisition is carried out in connection with (including but not limited to, the proposed demerger of Company’s consumer disclosure of reasons for acquisition finance and related business into a separate legal of target entity, if its business is entity. TVSM WOS would be undertaking the outside the main line of business of consumer finance and related business of the the listed entity). Company as and when the board of directors of the Company decide to implement the proposed demerger. 5. Brief details of any governmental or No approvals required regulatory approvals required for the acquisition. 6. Indicative time period for completion The acquisition will be completed on 28th October of the acquisition. 2026. 7. Consideration - whether cash Cash consideration consideration or share swap or any other form and details of the same. 8. Cost of acquisition or the price at Rs. 25,000/- which the shares are acquired 9. Percentage of shareholding / control 100% of equity share capital amounting to 2,500 acquired and / or number of shares equity shares of Rs. 10 each a cquired. Website: www.tvsmotor.com Email: contactus@tvsmotor.com CIN: L35921TN1992PLC022845 S.No Particulars Details 10. Brief background about the entity Refer to details in Sr. No. 4 above. acquired in terms of products/line of Date of incorporation: 25.08.2017 business acquired, date of incorporation, history of last 3 years Countries with Presence: India turnover, country in which the acquired entity has presence and any Revenue: TVSM WOS is yet to commence any other significant information (in business operations. brief). Website: www.tvsmotor.com Email: contactus@tvsmotor.com CIN: L35921TN1992PLC022845 Annexure B Amalgamation / Merger S.No Particulars Details 1. Name of the entity(ies) forming 1. TVS Motor Company Limited (“Company” or part of the “Transferee Company”) amalgamation/merger, details in As on 30th September 2026 brief such as size, turnover etc. Particulars Rs. in Cr Total assets 32,832.13 Net worth 13,808.53 Turnover 35,769.96 2. TVS Motor Services Limited (“Transferor Company”) As on 30th September 2026 Particulars Rs. in Cr Total assets 251.44 Net worth 198.93 Turnover Nil 2. Whether the transaction would Yes, the transaction is a related party transaction. fall within related party However, in terms of General Circular No. 30/2014 transactions? If yes, whether the dated July 17, 2014, issued by the Ministry of same is done at “arms’ length” Corporate Affairs (“MCA Circular”), the transactions arising out of compromises, arrangements and amalgamations under the Act will not attract the requirements of Section 188 of the Act. The Scheme provides for the amalgamation of the Transferor Company with the Company. Since the Transferor Company is a wholly owned subsidiary of the Company, no consideration is being discharged for the amalgamation. Accordingly, no valuation has been undertaken. 3. Area of business of the The Transferee Company is the third largest two- entity(ies) wheeler manufacturer globally and three wheeler manufacturer, championing progress through sustainable mobility with its state-of-the-art manufacturing facilities in Hosur, Mysuru and Nalagarh in India and Karawang in Indonesia. The Transferor Company was inc [Showing first 8,000 characters — download PDF for full document]