TVS HOLDINGS LIMITED

TVS Holdings Limited (TVSHL) was originally incorporated as 'Sundaram-Clayton Limited' on May 24, 1962. The Company was manufacturing non-ferrous gravity and pressure die castings to automotive and non-automotive sector. Pursuant to the Scheme of Demerger, the Company's business of manufacturing activity (die castings) was transferred to Sundaram-Clayton Limited and the name of the Company was changed to 'TVS Holdings Limited' on July 17, 2023. Post the Composite Scheme of Demerger, Company is mainly into trading business of automotive components and investing activities. As per the conditions stipulated by RBI while according CIC Approval, the Company has wound up the Trading business of automotive components during the year. The Company received the Certificate of Registration dated 14 March, 2024 from the Reserve Bank of India (RBI) and commenced Non-Banking Financial activity thereon. Effective 01 October 2022, the Company categorised as NBFC-Middle Layer under the RBI Scale Based Regulation dated 22 October 2021. TVS Holdings, a part of the $6.5 billion TVS Group, has been one of the largest automotive and auto components manufacturing and distribution groups in India. The Company manufactures non-ferrous gravity and pressure die castings. It has 4 manufacturing plants located in Tamil Nadu. It is also the Holding Company for TVS Motor Company Limited which is India's third largest manufacturer of two-wheelers and a flagship of the TVS Group. Company entered into a licence and technical assistance agreement with Clayton Dewandre Company (CDC), UK, in Jun.'81 to manufacture system protection valves. The company also entered into technical assistance agreements with WABCO and Gahreugbremsem, Germany, to manufacture dual brake valves, trailor control valves and hand-operated brake valves. It entered into another technical assistance agreement with the Union Switch and Signal Division of American Standard, US, to manufacture signalling relays, point machines and related hardware. To meet the additional demand for scooter project of TVS-Suzuki, the company set up a foundry unit at Belagondapalli, Hosur, Tamilnadu with an annual capacity of 1,100. SCL subsidiaries are Harita Stocks Ltd., Anusha Investments Ltd, Auto (India) Engineering Ltd., TVS Investments Ltd., TVS Motor Company Ltd, Sundaram Auto Components Ltd., Tvs Electronics Ltd., and Tvs Finance and Services Ltd. During the year 2004-05 Auto (India) Engineering Ltd (AIEL), became a wholly owned subsidiary of SCL on 18th November with an authorized capital of Rs. 5 lakhs. Brakes and foundry divisions were certified ISO 14001 accreditation during 2001-02. The company is planning to develop new technology products like drying and distribution unit, redesigned Type 24*80 spring brake actuator, vaccum brake valve with zero dead stroke and compressor with improved life. The die casting division was certified for TS 16949 during the year 2004-2005. As part of expansion programme SCL has completed the construction of a new plant at Ambattur and the manufacturing of air brake system was moved to the new plant in the year 2004-05. The new facility has been built at a cost of Rs.58 crores. This facility combines the strength of the two JV partners viz, the manufacturing capabilities of TVS and the product technology of WABCO to offer the world class braking products at affordable prices to the customers. SHL also installed a new 2500 tonne pressure die casting machine, the only one of its kind in India. In 2007, Company spun-off its brakes division as Wabco-TVS. In 2009, it established a plant at Mahindra World City (MWC). In 2010, the Company established a plant at Oragadam near Chennai. On 26 December 2011, Sundaram-Clayton announced that it has made certain changes/modifications to the proposed Scheme of Arrangement including Amalgamation and Demerger among Sundaram-Clayton Limited (SCL), and its wholly owned subsidiaries, namely, Anusha Investments Limited (AIL) and Sundaram Investment Limited (SIL), and their respective shareholders (the Scheme). The Scheme involves amalgamation of AIL with SCL and the demerger of non-automotive related business' to and in favour of SIL comprising all assets, liabilities, duties, rights and obligations relatable to the demerged undertaking namely non-automotive related business', and retaining automotive related business' with the demerged company i.e. SCL. During year 2022, a Composite Scheme of Amalgamation and Arrangement was filed with NCLT by T V Sundram Iyengar & Sons Private Limited, the Holding Company and an Order was pronounced on 6th December 2021 sanctioning the Scheme. Consequent to the Scheme being effective, Sundaram Industries Private Limited and Southern Roadways Private Limited got merged with TVS Sundram Iyengar & Sons Private Limited and the equity shares held by T V Sundram Iyengar & Sons Private Limited and its subsidiaries viz., Sundaram Industries Private Limited and Southern Roadways Private Limited, in the erstwhile Company i.e., Sundaram-Clayton Limited (SCL) have been vested with TVS Holdings Private Limited effective from 4th February 2022. TVS Holdings Private Limited thus became the holding company effective from that date. The Company had additionally acquired 50.05% stake in Sundaram Holding USA Inc., USA (SHUI) from Sundaram Auto Components Limited (SACL), a subsidiary of the Company, thereby it became a wholly owned subsidiary of the Company effective on 22nd September 2022. Consequent to above acquisition, the Company's holding in SHUI increased to 100% and thereby SHUI's subsidiaries in USA viz., Green Hills Land Holding LLC, Component Equipment Leasing LLC, Sundaram-Clayton USA LLC and Premier Land Holding LLC have also become wholly owned subsidiaries of the Company. The Company had also acquired 25,000 shares of EUR 1/- each in Sundaram-Clayton GmbH (SCL GmbH), Germany, effective 8th February 2023, thereby it became a wholly owned subsidiary of the Company. The Scheme of Amalgamation of the erstwhile Company i.e. Sundaram-Clayton Limited and TVS Holdings Private Limited and VS Investments Private Limited and Sundaram-Clayton DCD Limited in FY 2022-23 became effective on March 14, 2023. In terms of the Composite Scheme, TVS Holdings Private Limited was amalgamated into the Company effective 16th June 2023 and consequently, the Scheme Implementation Committee as consideration for the said amalgamation, approved the allotment of 1,30,94,460 equity shares of Rs 5 each fully paid up and 151,89,57,360 preference shares Rs 10 each fully paid up to shareholders of TVS Holdings Private Limited, in the proportion of the number of shares held by the shareholders in the TVS Holdings Private Limited. The New Shares were listed with the Stock Exchanges viz., National Stock Exchange of India Limited. VS Investments Private Limited was amalgamated into the Company effective 4th August 2023, and as consideration for the said amalgamation 19 Equity shares of Rs 5 each of the Company were allotted to the shareholders of VS Investments Private Limited. The Equity Shares were listed with the Stock Exchanges viz., NSE and BSE. In 2024, the entire business of manufacturing non-ferrous gravity and pressure die castings i.e., Demerged Undertaking, of the Company was demerged, transferred and vested into Sundaram-Clayton Limited (formerly known as Sundaram-Clayton DCD Limited) effective August 11, 2023 as a going concern in accordance with the Composite Scheme. Post amalgamation of TVS Holdings Private Limited (TVSHPL) with the Company, as approved by the Hon'ble NCLT, Chennai vide its order dated 6th March 2023, the subsidiaries of TVSHPL viz., Emerald Haven Realty Limited (EHRL) and its Subsidiaries / Associate became Subsidiaries / Associate of the Company effective 16th June 2023. In FY 2023-24, the Company acquired the additional stake in Emerald Haven Realty Limited (EHRL) on 30 June, 2023 (11.20%) and 5 January, 2024 (11.66%) aggregating to 22.86% from the existing shareholders of EHRL and the Company holds 89.26% of equity capital in EHRL as at 31st March 2024. Post 31st March 2024, the Company acquired additional stake of 10.74% in Emerald Haven Realty Limited (EHRL), by way of purchase of 2,74,43,333 equity shares of Rs 10/- each from the existing shareholders viz., Sandwood Investments Limited on 3 May, 2024. Consequent to above, shareholding of the Company in EHRL increased to 100%, thereby EHRL became a wholly owned subsidiary of the Company effective 3 May, 2024. The Company incorporated a wholly owned subsidiary namely viz., TVS Holdings (Singapore) Pte Limited effective 11 January, 2024. During the year 2024-25, Company acquired 80.74% stake in Home Credit Indian Finance Private Limited (HCIFPL), making HCIFPL a subsidiary of the Company on February 3, 2025. Subsequent to the same, the Company acquired additional stake of 0.30% in HCIFPL, by way of subscription to 3,63,23,290 equity shares of Rs 10/- each thereby aggregating to 81.04 % stake as at 31st March, 2025. The Company acquired 100% stake in TVS Digital Limited (TVSD), making TVSD a wholly owned subsidiary effective 16th September, 2024. The Company additionally acquired 10.74% in TVS Emerald Limited (TVSE) on 3rd May 2024, thereby TVSE became a wholly owned subsidiary effective that day along with its subsidiaries which became step-down subsidiaries of the Company effective 31st December, 2024.