News ArticleTVS Motor Company Board Approves Acquisition of Harita ARC and Composite Restructuring Scheme
Scheme encompasses amalgamation of TVS Motor Services and demerger to Harita ARC, pending statutory and shareholder approvals
TVS Motor Company Limited's Board approves a Composite Scheme of Arrangement involving the acquisition of Harita ARC Limited, amalgamation of TVS Motor Services Limited, and demerger of certain business units; subject to regulatory and shareholder approvals.
TVS Motor Company Limited
Acquisition / Amalgamation / Merger / Demerger
TVS Motor Company Limited's Board of Directors approved on 28th October 2026 a Composite Scheme of Arrangement including the acquisition of Harita ARC Limited, amalgamation of TVS Motor Services Limited, and demerger of certain business units into Harita ARC.
The Scheme involves TVS Motor Company acquiring entire stake in its wholly owned subsidiary Harita ARC Limited (TVSM WOS).
The plan includes amalgamating TVS Motor Services Limited (Transferor Company) into TVS Motor Company Limited (Transferee Company).
Subsequently, the Demerged Undertaking from TVS Motor Company will be transferred to Harita ARC Limited on a going concern basis.
Shareholders of TVS Motor Company Limited will receive shares in Harita ARC Limited proportional to their existing holdings.
Implementation of the Scheme is subject to approvals from regulatory authorities including BSE, NSE, SEBI, National Company Law Tribunal, and the shareholders and creditors of involved entities.
Highlights
- Acquisition of entire stake in Harita ARC Limited by TVS Motor Company Limited.
- Amalgamation of TVS Motor Services Limited with TVS Motor Company Limited.
- Demerging selected business units to Harita ARC Limited as a going concern.
- Shareholders to receive shares in Harita ARC Limited proportional to their current holdings.
- Subject to regulatory, stock exchange, tribunal, shareholder and creditor approvals.
Key Data Snapshot
What happened
- TVS Motor Company Limited approved a composite restructuring scheme involving acquisition, amalgamation, and demerger.
- The acquisition involves the entire stake of Harita ARC Limited, a wholly owned subsidiary.
- TVS Motor Services Limited will be amalgamated into TVS Motor Company Limited.
- A specified business segment will be demerged from TVS Motor Company Limited to Harita ARC Limited on a going concern basis.
- Shareholders of TVS Motor Company will receive shares in Harita ARC Limited proportional to their existing stake.
Key details
- Harita ARC Limited has a paid-up capital of Rs. 25,000 and no turnover reported.
- The transferor and resulting companies in the scheme are wholly owned subsidiaries of TVS Motor Company.
- The scheme is subject to customary regulatory and statutory approvals including stock exchanges and National Company Law Tribunal.
- The acquisition of Harita ARC is classified as a related party transaction done on an arm's length basis.
- Shares of Harita ARC will be issued to TVS Motor Company shareholders as consideration as part of the demerger.
Regulatory and governance context
- The Composite Scheme is governed under Sections 230 to 232 and other provisions of the Companies Act, 2013.
- Approvals from BSE, NSE, SEBI, and the National Company Law Tribunal are required before implementation.
- Shareholders and creditors will have to approve the scheme as part of the legal process.
- TVS Motor Company has complied with SEBI Listing Regulations including timely disclosure of this material event.
Highlights
- Acquisition of entire stake in Harita ARC Limited by TVS Motor Company Limited.
- Amalgamation of TVS Motor Services Limited with TVS Motor Company Limited.
- Demerging selected business units to Harita ARC Limited as a going concern.
- Shareholders to receive shares in Harita ARC Limited proportional to their current holdings.
- Subject to regulatory, stock exchange, tribunal, shareholder and creditor approvals.
Disclosures
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Companies Act, 2013 (Sections 230 to 232)
- SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
Yes, acquisition of Harita ARC Limited from subsidiary group company (TVS Credit Services Limited).
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