Intimation under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 - Composite Scheme of Arrangement amongst STPL Trading and Services Private Limited ....

TVS Holdings Limited Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, [Formerly known as Sundaram-Clayton Limited] Nungambakkam, Chennai – 600006 PH: 044 28332115 5th August 2026 BSE Limited, National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Dalal Street, Bandra-Kurla Complex, Mumbai 400 001. Bandra (E), Mumbai 400 051. Scrip code: 520056 Scrip code: TVSHLTD Dear Sir(s)/ Madam, Subject: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”) Reference: Composite Scheme of Amalgamation amongst STPL Trading and Services Private Limited and Home Credit India Finance Private Limited and TVS Housing Finance Private Limited and TVS Credit Services Limited and their respective shareholders Pursuant to Regulation 30 of the SEBI Listing Regulations, we wish to inform that the Company has been informed by its subsidiary, Home Credit India Finance Private Limited, that a Composite Scheme of Amalgamation amongst STPL Trading and Services Private Limited (“Transferor Company 1”) and Home Credit India Finance Private Limited (“Transferee Company 1 or Transferor Company 2”) and TVS Housing Finance Private Limited (“Transferor Company 3”) and TVS Credit Services Limited (“Transferee Company 2”) and their respective shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”), has been approved by the respective board of directors of all entities involved in the Scheme. The intimation of the same was received by the Company on 5th August 2026 at 2:57 PM (IST). The Scheme is, inter alia, subject to receipt of approval from the statutory, regulatory and customary approvals, including approvals from the Reserve Bank of India, the Competition Commission of India, the National Stock Exchange of India Limited, 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. Further details required under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (as updated from time to time), as received from Home Credit India Finance Private Limited, the subsidiary of the Company are enclosed herewith as “Annexure A”. Website: www.tvsholdings.com Email: corpsec@tvsholdings.com CIN: L64200TN1962PLC004792 TVS Holdings Limited Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, [Formerly known as Sundaram-Clayton Limited] Nungambakkam, Chennai – 600006 PH: 044 28332115 The aforesaid disclosure is also available on the website of the Company at www.tvsholdings.com. Thanking you, Yours faithfully, For TVS Holdings Limited R Raja Prakash Company Secretary Encl.: As above Website: www.tvsholdings.com Email: corpsec@tvsholdings.com CIN: L64200TN1962PLC004792 TVS Holdings Limited Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, [Formerly known as Sundaram-Clayton Limited] Nungambakkam, Chennai – 600006 PH: 044 28332115 Annexure A Disclosure of information pursuant to Regulation 30 of the Listing Regulations Disclosure for Amalgamation / Merger S No Particulars Details 1. Name of the entity(ies) forming part of 1. STPL Trading and Services Private Limited the amalgamation/merger, details in (“Transferor Company 1”) brief such as size, turnover etc. Details as on 30 June 2026 Rs. in Cr Particulars Total assets 387.26 Net worth 279.37 Turnover - 2. Home Credit India Finance Private Limited (“Transferee Company 1 or Transferor Company 2”) Details as on 30 June 2026 Rs. in Cr Particulars Total assets 8367.07 Net worth 2957.81 Turnover 619.70 3. TVS Housing Finance Private Limited (“Transferor Company 3”) Details as on 30 June 2026 Rs. in Cr Particulars Total assets 0.02 Net worth 0.02 Turnover - Website: www.tvsholdings.com Email: corpsec@tvsholdings.com CIN: L64200TN1962PLC004792 TVS Holdings Limited Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, [Formerly known as Sundaram-Clayton Limited] Nungambakkam, Chennai – 600006 PH: 044 28332115 S No Particulars Details 4. TVS Credit Services Limited (“Transferee Company 2”) Details as on 30 June 2026 Rs. in Cr Particulars Total assets 35,683.36 Net worth 6272.64 Turnover 1918.11 2. Whether the transaction would fall Yes. However, in terms of General Circular No. 30/2014 within related party transactions? If dated July 17, 2014, issued by Ministry of Corporate yes, whether the same is done at Affairs (“MCA Circular”), the transactions arising out “arm’s length”; of compromises, arrangements and amalgamations under the Companies Act, 2013 (“Act”), will not attract the requirements of Section 188 of the Act. The consideration for the amalgamation, as determined by the independent registered valuer M/s. Bansi S Mehta Valuers LLP (Registration No. IBBI/RV – E /06/2022/172) is being discharged on an "arm's length" basis. 3. Area of business of the entity(ies) STPL Trading and Services Private Limited: Incorporated with the main objects of carrying on the business of buying, selling and dealing in all types of goods. Home Credit India Finance Private Limited: A Non-Banking Financial Company registered with Reserve Bank of India. It is primarily engaged in the business of retail financing. TVS Housing Finance Private Limited: Incorporated with the main objects of carrying on housing finance activities. However, the Company is yet to commence operations. Website: www.tvsholdings.com Email: corpsec@tvsholdings.com CIN: L64200TN1962PLC004792 TVS Holdings Limited Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, [Formerly known as Sundaram-Clayton Limited] Nungambakkam, Chennai – 600006 PH: 044 28332115 S No Particulars Details TVS Credit Services Limited: A Non-Banking Financial Company registered with Reserve Bank of India. It is primarily engaged in providing automobile finance, consumer durable loans and small business loans. 4. Rationale for the arrangement The Parties to the Scheme are under common control. To simplify the group structure, it is proposed to consolidate these entities. The rationale and the benefits of the Scheme, are as set out below: (i) streamlining of the group corporate structure and consolidation of assets and liabilities, leading to synergies of operations and resulting in the expansion and long-term sustainable growth, which will enhance value for various stakeholders of the Parties; (ii) simplification of corporate structure by reducing the multiplicity of legal and regulatory compliances through rationalization; (iii) reduction of administrative responsibilities, multiplicity of records and legal and regulatory compliances, cost savings and elimination of duplicate expenses; (iv) achieve optimal and efficient utilization of capital, enhance operational and management efficiencies; and (v) consolidating the NBFCs within the group in terms of RBI directions. 5. In case of cash consideration – amount On Amalgamation of the Transferor Company 1 or otherwise share exchange ratio with the Transferee Company 1 In consideration of and subject to the provisions of the Scheme, the Transferee Company 1 shall, without any further application, act, deed, consent, acts, instrument or deed, issue and allot equity shares to the Website: www.tvsholdings.com Email: corpsec@tvsholdings.com CIN: L64200TN1962PLC004792 TVS Holdings Limited Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, [Formerly known as Sundaram-Clayton Limited] Nungambakkam, Chennai – 600006 PH: 044 28332115 S No Particulars Details shareholders of the Transferor Company 1 whose names are recorded in the register of members and records of the depository as members of the Transferor Company 1, as on the Effective Date, as under: “155.79 (One Hundred and Fifty-Five Point Seven Nine) equity shares of INR 10 each fully [Showing first 8,000 characters — download PDF for full document]