Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

NSE Symbol: TSFINV

Meeting Details

Type of Meeting: Postal Ballot

Date of Meeting/Last Day of Receipt: 21-09-2026

Location: Registered Office at 21, Patullos Road, Chennai - 600002

Record Date: 14-08-2026

Total Number of Shareholders on Record Date: 39,091

Summary of Proposed Resolution and Implications

The single ordinary resolution sought approval for TSF Investments Limited to subscribe to 10,26,694 equity shares of Wheels India Limited (face value ₹10 each) at an issue price of ₹1,461 per share (including a premium of ₹1,451), aggregating to ₹150 crores. This constitutes a material related party transaction as Wheels India is a related party under the Companies Act, 2013 and SEBI Listing Regulations. The subscription is through a preferential issue on a private placement basis.

Voting Process and Methods

The voting was conducted exclusively through e-voting in compliance with:

  • Ministry of Corporate Affairs Circular No. 03/2025 dated 22nd September 2025
  • Section 110 of the Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

E-voting period: From Saturday, August 22, 2026 (9:00 AM) to Sunday, September 20, 2026 (5:00 PM)

Scrutinizer: Sri T.K. Bhaskar, Partner of H&B Partners, Chennai (Appointed at Board Meeting on 19-08-2026)

A corrigendum to the postal ballot notice was issued on 03-09-2026. Shareholders who had voted prior to the corrigendum were given an opportunity to modify their votes, but no modification requests were received. One shareholder holding 100 equity shares confirmed that their vote in favor remained unchanged.

Key Voting Outcomes

Total Valid E-Votes Cast: 36,661,411 shares (16.506% of total paid-up equity capital)

Number of Shareholders Voting: 386

Resolution Results:

  • Votes in Favor: 36,399,641 shares (99.29% of votes cast)
  • Votes Against: 261,770 shares (0.71% of votes cast)

Category-wise Voting Breakdown:

Promoter and Promoter Group:

  • Shares Held: 122,144,316
  • Votes Polled: 0 (0% of outstanding shares)

Public Institutions:

  • Shares Held: 16,960,515
  • Votes Polled: 15,515,646 (91.481% of outstanding shares)
  • Votes in Favor: 15,265,599 (98.3884% of votes polled)
  • Votes Against: 250,047 (1.6116% of votes polled)

Public Non-Institutions:

  • Shares Held: 82,999,029
  • Votes Polled: 21,145,765 (25.4771% of outstanding shares)
  • Votes in Favor: 21,134,042 (99.9446% of votes polled)
  • Votes Against: 11,723 (0.0554% of votes polled)

Total Outstanding Shares: 222,103,860

Resolution Outcome: Passed

Scrutinizer's Role and Findings

Sri T.K. Bhaskar conducted the scrutiny of all postal ballot e-votes received by the closing time on 20th September 2026. He verified that:

  • The process was conducted in compliance with applicable regulations
  • No invalid votes were cast
  • All votes were properly recorded in a separately maintained register
  • The results were accurately compiled and reported

The scrutinizer submitted his final report to the company on 21-09-2026 and handed over all related papers/registers for safe custody.

Compliance Confirmation

The proceedings confirm compliance with:

  • Section 110 of the Companies Act, 2013
  • Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Ministry of Corporate Affairs Circular No. 03/2025
  • The company's policy on related party transactions