Boards Approve Composite Scheme of Amalgamation Involving STPL Trading, Home Credit India Finance and TVS Entities

Boards Approve Composite Scheme of Amalgamation Involving STPL Trading, Home Credit India Finance and TVS Entities​

A composite scheme of amalgamation involving several entities has been approved by the respective boards of directors. The companies involved in the scheme include STPL Trading and Services Private Limited, Home Credit India Finance Private Limited, TVS Housing Finance Private Limited, and TVS Credit Services Limited.

The Scheme aims to consolidate these entities under a common control structure. The rationale provided for the arrangement includes streamlining the group corporate structure and consolidation of assets and liabilities to achieve operational synergies and long-term sustainable growth. Further benefits noted include simplification of corporate structure and reduction in administrative responsibilities, cost savings, and achieving optimal utilization of capital.

Entity Profiles and Financial Overview​

Details regarding the entities forming part of the amalgamation are presented below:

Transaction Details and Rationale​

The transaction involves the amalgamation of STPL Trading and Services Private Limited with Home Credit India Finance Private Limited, and the subsequent amalgamation of Transferor Company 2 (Home Credit India Finance Private Limited) and Transferor Company 3 (TVS Housing Finance Private Limited) into Transferee Company 2 (TVS Credit Services Limited).

The business areas for the entities involved are as follows:


Regarding the transaction structure, it has been confirmed that the consideration is being discharged on an "arm's length" basis by an independent registered valuer. The parties are under common control, and the scheme intends to simplify the group structure.

Share Exchange Ratios​

Details regarding the share exchange ratios for the amalgamation processes are as follows:

• Amalgamation of Transferor Company 1 with Transferee Company 1: For every 200 equity shares of INR 10 each fully paid up of STPL Trading and Services Private Limited, Transferee Company 1 shall issue and allot 155.79 equity shares of INR 10 each fully paid up.
• Amalgamation of Transferor Company 2 and Transferor Company 3 with Transferee Company 2: For every 180 equity shares of INR 10 each fully paid up of Home Credit India Finance Private Limited, Transferee Company 2 shall issue and allot 9.94 equity shares of INR 10 each fully paid up.

It is noted that since TVS Housing Finance Private Limited is a wholly owned subsidiary of Transferee Company 2, no consideration will be issued by Transferee Company 2 upon the amalgamation of Transferor Company 3 with Transferee Company 2. Furthermore, it has been stated that the share exchange ratio determined for discharge of consideration under this scheme may be updated and revised by the registered valuer based on the fair value of shares determined at the end of the financial quarter immediately preceding the Effective Date.

The Scheme does not involve any change in the shareholding pattern of TVS Holdings Limited, as the company is not a party to the Composite Scheme of Amalgamation.

TVSHLTD Stock Price Movement​

Shares of TVS Holdings Limited today slipped by 0.27% as the stock settled at ₹14,769 after trading closed. The equity saw a decline of ₹40.00, with a total traded volume recorded at 7,748 shares.