Purpose and Nature of the Disclosure

This document is a notice for an Extraordinary General Meeting (EGM) of Wheels India Limited, issued pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Its purpose is to inform shareholders and stock exchanges about the convening of an EGM to seek approval for special business, primarily a significant preferential issue of equity shares and an enhancement of the company's fund-raising limits.

Meeting Details

  • Meeting Type: Extraordinary General Meeting (EGM)
  • Meeting Date: Thursday, September 17, 2026
  • Meeting Time: 10:15 A.M. (IST)
  • Meeting Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Cut-off Date (Record Date): Thursday, September 10, 2026

Summary of Proposed Resolutions and Implications

Item No. 1: Issuance of equity shares by way of preferential issue

This is a Special Resolution to approve the creation, offer, issue, and allotment of up to 1,269,391 equity shares at an issue price of Rs. 1,418 per share (Face Value: Rs. 10, Premium: Rs. 1,408), aggregating to Rs. 180 Crore. The shares are to be allotted on a preferential private placement basis to the following allottees:

| Proposed Allottee | Category | Pre-Issue Holding | % | Shares Allotted | Post-Issue Holding | % |

| TSF Investments Limited | Promoter | 6,109,914 | 25.01% | 1,057,827 | 7,167,741 | 27.89% |

| Mr. Srivats Ram | Non-Promoter | 211,876 | 0.87% | 105,782 | 317,658 | 1.24% |

| Ms. Nivedita Ram | Non-Promoter | 277,618 | 1.14% | 52,891 | 330,509 | 1.29% |

| Ms. Gita Ram | Non-Promoter | 30,895 | 0.13% | 52,891 | 83,786 | 0.33% |

| Total | | 6,630,303 | 27.14% | 1,269,391 | 7,899,694 | 30.74% |

Key Implications & Terms:

  • Object of the Issue: The entire Rs. 180 Crore is intended for reduction of debt, with a tentative utilization end date of December 31, 2026.
  • Pricing: The price of Rs. 1,418 was determined as per SEBI ICDR Regulations. The 'Relevant Date' was August 18, 2026. The price is higher than the 90-day VWAP (Rs. 1,417.64) and 10-day VWAP (Rs. 1,403.77) and is supported by a valuation from an independent registered valuer, Mr. Tharuvai Ramachandran Ravichandran (Reg. No. IBBI/RV/03/2018/10399).
  • Lock-in: The allotted shares will be subject to lock-in provisions as per Chapter V of SEBI ICDR Regulations. Pre-preferential holdings of the allottees will be locked in for 90 trading days from the date of trading approval.
  • Monitoring: As the issue size exceeds Rs. 100 crore, India Ratings and Research Private Limited will be appointed as the monitoring agency to file quarterly reports on the utilization of proceeds.
  • No Change in Control: The resolution confirms that the preferential issue will not result in a change of control of the company.

Item No. 2: Enhancement of fund raising limits

This is a Special Resolution to enhance the aggregate fund-raising limit approved by shareholders via a postal ballot on August 12, 2026, from Rs. 400 Crore to Rs. 450 Crore. All other terms and conditions of the original resolution remain unchanged.

Voting Process and Methods

  • E-voting Agency: Central Depository Services (India) Limited (CDSL)
  • Remote E-voting Commencement: Monday, September 14, 2026, at 9:00 A.M. (IST)
  • Remote E-voting Conclusion: Wednesday, September 16, 2026, at 5:00 P.M. (IST)
  • E-voting during EGM: Members attending the EGM via VC/OAVM who have not voted remotely can vote during the meeting.
  • Scrutinizer: M/s. S Dhanapal & Associates LLP, a firm of practicing company secretaries, has been appointed to scrutinize the entire e-voting process in a fair and transparent manner.

Key Voting Outcomes and Participation

The results of the voting will be declared after the EGM. The scrutinizer will submit a consolidated report to the company within two working days of the conclusion of the EGM. The results, along with the scrutinizer's report, will be:

  • Placed on the company's website: https://wheelsindia.com
  • Displayed on CDSL's website: www.evotingindia.com
  • Communicated to the stock exchanges (BSE and NSE).

Compliance with Laws and Regulations

The notice explicitly confirms compliance with:

  • The Companies Act, 2013, and rules thereunder (Sections 42, 62, 102, 108, 112, 113).
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulation 44).
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Chapter V).
  • Ministry of Corporate Affairs (MCA) circulars permitting EGMs via VC/OAVM.
  • The company undertakes that it is eligible for the preferential issue, is in compliance with continuous listing conditions, and has no outstanding dues towards SEBI, stock exchanges, or depositories.

Names and Roles of Signatories

  • Issued By: The notice is issued by the order of the Board of Directors.
  • Authorized Persons: The resolutions authorize Mr. P Ramesh (CFO) and Ms. K V Lakshmi (Company Secretary) to jointly and severally execute all acts necessary to implement the resolutions.

Other Relevant Information

  • Documents for Inspection: The valuation report and a certificate from the practicing company secretary are available for electronic inspection on the company's website and upon request at investorservices@wheelsindia.com.
  • VC/OAVM Attendance: The facility to join the meeting is available on a first-come-first-served basis for the first 1,000 members, excluding large shareholders, promoters, institutional investors, directors, KMPs, committee chairpersons, and auditors.
  • Proxy Voting: As the meeting is being held virtually, the facility for appointing proxies is not available, in accordance with MCA circulars.