General Updates

TVS Holdings Limited Registered Office: “Chaitanya”, No. 12, Khader Nawaz Khan Road, [Formerly known as Sundaram-Clayton Limited] Nungambakkam, Chennai – 600006 PH: 044 28332115 27th 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/Madam, Sub: Disclosure under Regulations 30, 42 and 51(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) in relation to the Scheme of Arrangement between TVS Holdings Limited and its shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) Ref: Our letter dated 19th August 2026 Further to our letter dated 19th August 2026 on the captioned matter, we hereby inform you that the TVS Holdings Limited (“Company”) is in receipt of the certified copy of the Order dated 18th August 2026 passed by the Hon'ble National Company Law Tribunal, Chennai Bench (“Tribunal”), sanctioning the Scheme. The certified copy of the Hon’ble Tribunal’s order along with the certified copy of the Scheme received on 27th August 2026 is enclosed herewith and also uploaded on the Company’s website. The Company shall take further steps as required to give effect to the Scheme. This is for your information and records. Thanking you, Yours faithfully, For TVS HOLDINGS LIMITED R Raja Prakash Company Secretary Encl: a/a Website: www.tvsholdings.com Email: corpsec@tvsholdings.com CIN: L64200TN1962PLC004792 IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH-I, CHENNAI ATTENDANCE CUM ORDER SHEET OF THE HEARING HELD ON 18.08.2026 THROUGH VIDEO CONFERENCING CORAM: HON'BLE SHRI. SANJIV JAIN, MEMBER (JUDICIAL) HON'BLE SURI. VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL) APPLICATION NUMBER : CA(CAA)/lS(CHE)/2026 PETITION NUMBER : CP(CAA)/34(CHE)/2026 NAME OF THE PETITIONER(S) : TVS Holdings Ltd NAME OF THE RESPONDENT(S) UNDER SECTION : Sec 230-232 of CA, 2013 ORDER Present: Shri. Ashwin Raman, Ld. Counsel for the Petitioner. Vide separate order pronounced in the Open Court, scheme is approved. File be consigned to records. Sd/ Sd/ [VENKATARAMAN SUBRAMANIAM] [SANJIV JAIN] MEMBER (TECHNICAL) MEMBER (JUDICIAL) National Company Law Tribunal Chennai Bench Application No.: CCR/NCL T/2026/34/00448 Date of Application: 2026-08-24 No. of Pages: 22 Valid with Facing Sheet Only.: IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH - I, CHENNAI CP(CAA)/34(CHE)2026 in CA(CAA)/15/CHE/2026 Under Sections 230 to 232 of the Companies Act, 2013 In the matter of Scheme of Arrangement TVS HOLDINGS LIMITED, CIN: L64200TN1962PLC004792, Having its Registered Office at,"Chaitanya", No. 12, Khader Nawaz Khan Road, Nungambakkam, Chennai 600 006, Tamil Nadu, India Petitioner Company Their Respective shareholders Order Pronounced on 18th August, 2026 CORAM SANJIV JAIN, MEMBER (JUDICIAL) VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL) For Petitioner : P.H Aravind Pandian, Ld. Senior Cousnel Mr. Pawan Jhabakh, Advocate For Income Tax Department : Mr. Raj Jhabakh, Advocate For Reginal Director : Mr. Avinash Krishnan Ravi, Advocate O R D E R (Heard through Hybrid mode-) 1. This Company Petition has been filed by TVS Holdings Limited National Company Law Tribunal (hereinafter referred as Petitioner Company), and its ShCahrenenhai oBelndche rs under Application No.: CCR/NCLT /2026/34/00448 Sections 230-232 of the Companies AcDtat,e of2 A0pp1lic3ati,o n: an2d02 6-0o8-t2h4 er applicable No. of Pages: 22 Valid with Facing Sheet Only.: CP/CAA/34/CHE/2026 in CA/CAA/15/CHE/2026 In the matter of TVS Holdings Limited 1 of 21 provisions of the Companies Act, 2013 read Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (for brevity 'the Rules') for approval of the Scheme of Arrangement (hereinafter referred to as the 'SCHEME') proposed between the Petitioner Company herein with its Shareholders. The Scheme is appended as "Annexure - 111 at P age Nos. 18-31 of the Petition. 2. 1ST MOTION APPLICATION IN BRIEF 2.1. The Petitioner Company had filed First Motion Application vide CA(CAA)/15/CHE/2026 seeking directions as follows: EQUITY PREFERENCE SECURED NSECUlIBD DEBENTURE SHAREHOLDERS 5RAREHOLDER5 CREDITORS CREDITORS HOLDERS APPLICANT Convening of NA ot Applicable - Dispensation Dispensation COMPANY meeting Dispensation 2.2. Based on such application moved under Sections 230-232 of the Companies Acct, 2013, directions were issued by this Tribunal, vide order dated 18.03.2026. Meeting of the Secured creditors of the Company was dispensed with. Directions for convening the meeting of equity shareholders and Unsecured Creditors of the Petitioner Company were issued. 2.3. The Report of the Chairperson dated 24.04.2026 was filed before this Tribunal on 24.04.2026. As per the Report, 2N7ati2on aol Cuomt paonfy L2aw7 T3ri buenqal uity Chennai Bench shareholder who attended the meeting coApnpliscattiiotnu Not.i: ng 9C9C%R/N CvL To/20t2e6d/34 /0i0n44 8f avour Date of Application: 2026-08-24 of the Scheme. No. of Pages: 22 Valid with Facing Sheet Only.: CP/CAA/34/CHE/2026 in CA/CAA/15/CHE/2026 In the matter of TVS Holdings Limited 2 of 21 2.4. Subsequently, the second motion petition was filed before this Tribunal on 28.04.2026 for sanction of the Scheme of Arrangement. 3. RATIONALE OF THE SCHEME 3.1. The rationale of the Scheme as provided in Clause C of the Scheme is extracted as under: i. The Company has accumulated substantial surplus reserves from its retained profits over the years. The surplus reserves are in excess of the Company's current and foreseeable future business requirements. ii. Further, upon taking into consideration the Company's foreseeable free cash inflows and availability of existing surplus reserves being more than what is required to fund the Company's future plans, the Company considers that these excess funds can be put to optimal use by rewarding its shareholders. iii. Accordingly, the Company has proposed to distribute the surplus funds to its shareholders by issuing fully paid up Preference Shares by way of bonus in terms of this Scheme. iv. The Preference Shares will be listed on the Stock Exchanges, providing shareholders with a near-cash (traded, encashable) instrument and providing the Company increased flexibility in managing its liquidity until redemption. v. In view of the abovementioned reasons, the Company considers it prudent to optimally utilize its surplus reserves by distributing a considerable portion of the same to its equity shareholders. For the purpose National Company Law Tribunal of maintaining high level of corporate governance anCdh entnraai nBesnpcha rency, the Application No.: CCR/NCL T/2026/34/00448 Company proposes issuance of PrefeDraeten ocf eAp pSlichataiorne: s b20y2 6-w08a-2y4 of bonus to its No. of Pages: 22 Valid with Facing Sheet Only.: CP/CAA/34/CHE/2026 in CA/CAA/15/CHE/2026 In the matter of TVS Holdings Limited 3 of 21 equity shareholders under Sections 230 to 232 of the Act which will be subject to necessary statutory, regulatory and corporate approvals. The proposed Scheme is in the interest of the shareholders of the Company and it is not detrimental to the interest of other stakeholders. 4. STEPS INVOLVED IN THE SCHEME 4.1. Clause 1.1 of Part I of the scheme provides "Appointed Date" means the Effective Date of this scheme. 4.2. Further, "Effective Date" means the date on which last conditions specified in Clause 11 (Conditions Precedent) of this Scheme are complied with or waived, as applicable. All the references in the Scheme to the date of coming into effect of this Scheme" or "effectiveness of this Scheme" or "Scheme taking effect" shall mean the Effective . For the purpose of understanding, Effective date, Clause 11 of the Scheme is extracted hereunder, 11. CONDITIONS PRECEDENT 11.1 Unless otherwise decided (or waived), the Schem [Showing first 8,000 characters — download PDF for full document]