TVS Motor Company Grants 22,998 Stock Options Under Employee Stock Option Plan

TVS Motor Company has informed stock exchanges of the grant of 22,998 stock options under its Employee Stock Option Plan, following approval by the company's Nomination and Remuneration Committee (NRC) on 9th May 2026. The disclosure was made pursuant to Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (SEBI LODR).

Key Details of the Stock Option Grant

The grant covers 22,998 equity shares of Re 1 each and is compliant with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The following table summarises the key parameters of the grant as disclosed by the company:

Parameter: Details Options Granted: 22,998 options Shares Covered: 22,998 equity shares of Re 1 each SEBI Compliance: Yes — SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Pricing Formula: Exercise price determined based on market value of shares as on 8th May 2026 (last trading day prior to grant date) Exercise Period: Vested options cannot be exercised after a period of more than 4 years from the date of vesting Plan Terms: Terms of the Plan, approved by shareholders, are applicable to the above grant

Pricing and Exercise Terms

The NRC determined the exercise price of the options by taking into consideration the market value of the company's shares as on 8th May 2026, the last trading day prior to the date of the grant. Vested options are subject to an exercise window of not more than 4 years from the date of vesting, as stipulated under the Plan's terms approved by shareholders.

Regulatory Compliance

The grant has been made in accordance with the TVS Motor Company Employee Stock Option Plan, the terms of which have been approved by the company's shareholders. The scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The company noted that certain other details specified by SEBI — including options vested, options exercised, money realised by exercise of options, and diluted earnings per share — are not applicable in the context of a grant disclosure and have therefore not been included in the intimation.

TVS Motor Company Limited has received a significant regulatory milestone as the Hon'ble National Company Law Tribunal (NCLT), Division Bench – I, Chennai, vide its order dated 6 May 2026, sanctioned the Scheme of Amalgamation of Sundaram Auto Components Limited with TVS Motor Company Limited. The order was pronounced by Hon'ble Shri. Sanjiv Jain, Member (Judicial), and Hon'ble Shri. Venkataraman Subramaniam, Member (Technical), under Sections 230–232 of the Companies Act, 2013. TVS Motor Company informed the stock exchanges of this development on 8 May 2026 at 12.05 PM (IST), in compliance with Regulation 30 and 51(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Details of the Amalgamation Scheme

The scheme was filed under petition CP(CAA)/95(CHE)2025 in CA(CAA)/79(CHE)2025, with Sundaram Auto Components Limited as the Transferor Company and TVS Motor Company Limited as the Transferee Company. Since Sundaram Auto Components Limited is a wholly owned subsidiary of TVS Motor Company Limited, no consideration is to be issued pursuant to the amalgamation. The entire share capital of the Transferor Company held by the Transferee Company and its nominees shall stand cancelled without any further application, act, or deed upon the scheme becoming effective.

Parameter: Details Petition Number: CP(CAA)/95(CHE)2025 in CA(CAA)/79(CHE)2025 Order Date: 6 May 2026 Transferor Company: Sundaram Auto Components Limited Transferee Company: TVS Motor Company Limited Appointed Date: 1 April 2025 Applicable Sections: Sections 230–232, Companies Act, 2013

Rationale for the Scheme

The scheme's rationale, as enumerated in Clause C of the Scheme, centres on simplifying the group structure and consolidating the assets and liabilities of the Transferor Company with the Transferee Company. The stated objectives include:

Streamlining of corporate structure and consolidation of assets and liabilities, leading to synergies of operations and long-term sustainable growth

Simplification of corporate structure by reducing the multiplicity of legal and regulatory compliances

Reduction of administrative responsibilities, multiplicity of records, cost savings, and elimination of duplicate expenses

Achieving optimal and efficient utilisation of capital and enhancing operational and management efficiencies

Regulatory and Statutory Observations

Prior to sanctioning the scheme, the NCLT considered observations from the Regional Director (RD), Southern Region, the Official Liquidator (OL), and the Income Tax Department. The RD's report, filed on 2 March 2026, raised observations relating to the appointed date, declaration of significant beneficial ownership, pending GST disputes, status of charges, and dividend declaration. The Petitioner Companies addressed these observations through a Joint Affidavit dated 10 March 2026.

A notable observation by the RD concerned the dividend of Rs. 100.27 Crores declared for FY 2024-25, which appeared disproportionate relative to the Profit Before Tax of Rs. 6.98 Crores for the same year and total income of Rs. 0.97 Crores. The Petitioners clarified that the dividend was declared from accumulated Reserves and Surplus. The NCLT observed that the total Reserves and Surplus (including General Reserves, Securities Premium, and Retained Earnings) as of FY 2023-2024 amounted to Rs. 134.17 Crores, and upon adding profits for FY 2024-2025, the total amount available for distribution stood at Rs. 157.35 Crores, with balance reserves of Rs. 57.08 Crores post dividend declaration. The Statutory Auditor certified the dividend declaration as compliant with Section 123 of the Companies Act, 2013.

Observation Area: Status Appointed Date: Fixed as 1 April 2025 per Clause 1.1 of the Scheme BEN-2 Filing: Filed vide SRN AC2415319 dated 23 February 2026 GST Disputes: Adequate disclosures made; pending proceedings to continue with Transferee Company SBI Charge (NOC): Not required; no loans availed; NIL secured creditors as on 30 June 2025 Income Tax: No objection filed vide Memo dated 10 February 2026 Employee Protection: Undertaking given; no retrenchment of employees in service as on Appointed Date

Dissolution and Effective Date

In accordance with Clause 11 of the Scheme, upon the scheme becoming effective, the Transferor Company shall stand dissolved without being wound up. The Transferor and Transferee Companies are required to file a certified copy of the NCLT order with the Registrar of Companies within thirty days of receipt of the order. Upon such filing, the name of the Transferor Company shall be struck off from the records of the Registrar of Companies, and all documents relating to the Transferor Company shall be consolidated with the files of the Transferee Company. All assets, debts, liabilities, duties, obligations, employees, and pending proceedings of the Transferor Company shall vest in and be continued by the Transferee Company from the Appointed Date of 1 April 2025.

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