Shareholders meeting

TSF INVESTMENTS LIMITED 21. PATULLOS ROAD, CHENNAI - 600002 MINUTES OF THE PROCEEDINGS HELD AT REGISTERED OFFICEO N MONDAY, THE 21 ST SEPTEMBER 2026 AT 10:00 A M FOR DECLARATION OF RESULTS OF E-VOTING THROUGH POSTAL BALLOT PRESENT: Chairman for the Proceedings Sri Harsha Viji, Chairman Scrutinizer Sri T.K. Bhaskar. Partner.H&B Partners, Chennai Secretary & Compiiance Officer Sri S Kalyanaraman Representative of RTA Mr R Nagaraj, Manager Sri T.K. Bhaskar, Scrutinizer, stated that he had carriedo ut the scrutiny of all the postal ballot through e-voting received upto the closeo f working hours (17:00 hrs) on 20^^ September 2026 and submitted his report relating to the results on E-voting to the Chairman. He added that the Companyh ad provided only the e-voting facility to its members in compliancew ith the circular issued by the Ministry of Corporate Affairs vide Circular NoN o. 03/2025 dated 22^^^^ September 2025. He also added that the postal ballott hrough e-voting was conducted in accordance with the provisions of Section1 10 of the Companies Act, 2013, read with Companies (Managementa nd Administration) Rules, 2014, and as per SEBI (ListingO bligations and Disclosure Requirements) Regulations 2015. The Report submitted by the Scrutinizer was taken onr ecord and the Chairman announced the results of the postal ballott hrough e-voting as under: Ordinary Resolution passed for obtaining the approvaol f the Members through postal ballot for: Approval for Material Related Party Transaction - Subscriptiont o the Preferential Issue of Equity Shares offered on PrivateP lacement basis by Wheels India Limited - Ordinary Resolution Particulars Number of Number of Shareholders Shares Total Number of E-Votes 386 36661411 E-Votes in favor of the Resolution 365 36399641 E-Votes against the Resolution 21 261770 % of E-Votes in favour 99.29% TSF INVESTMENTS LIMITED 21, PATULLOS ROAD, CHENNAI - 600002 The Chairman then declared that the following OrdinaryR esolution, as set out in the Postal Ballot Notice dated 19^^ August 2026a nd Corrigendum dated September, 2026 was carried with the requisite majority; RESOLVED THAT pursuant to (i) Regulations 2(1) (zb),2 3 and other applicable provisions of the Securities and ExchangeB oard of India (Listing Obligations and Disclosure Requirements) Regulations,2 015, as amended from time to time (“SEBI Listing Regulations”); (ii)a pplicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with thea pplicable rules made thereunder, including any amendment, modification,v ariation or re-enactment thereof; (iii) applicable circulars, regulations andg uidelines issued by Securities and Exchange Board of India (“SEBI”); (iv) provisionso f the Memorandum of Association and Articles of Association of TSF InvestmentsL imited (“Company”); (v) the Company’s policy on related partyt ransactions; and (vi) other applicable rules, regulations, circulars, notifications,c larifications and guidelines issued thereon, from time to time, by theG overnment of India, SEBI, the Ministry of Corporate Affairs, the stock exchangesa nd / or any other competent authorities, and subject to such other approvalsc, onsents. permissions and sanctions as may be necessary, basedo n the approval of the audit committee of the Company dated August 19th 2026, and 03^ September, 2026, the approval of the board of directorso f the Company (“Board which term shall be deemed to include any committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred hereunder) dated August 19th, 2026a nd 03^ September, 2026, the approval and consent of the members of theC ompany (“Members”) be and is hereby accorded to the Board to enter intoc, arry out and complete the material related party transaction proposed tob e entered into between the Company and Wheels India Limited (“Wheels India”),b eing a related party of the Company as defined under the Act and SEBI ListingR egulations, for subscription of 10,26,694 equity shares of Wheels Indiah aving face value of f 10/- (Rupees Ten Only) (“Equity Share”) for cash ata n issue price of f 1,461/- (Rupees One Thousand Four Hundred and Sixty One Only)p er Equity Share including a premium of ?1,451/- (Rupees One ThousandF our Hundred and Fifty One Only), aggregating to an amount not exceeding? 150 Crores (Rupees One Hundred and Fifty Crores only) by way of preferential issue on a private placement basis, on such terms and conditions as seot ut in the explanatory TSF INVESTMENTS LIMITED 21, PATULLOS ROAD, CHENNAI - 600002 statement annexed to this notice and as may be mutuallya greed between the Company and Wheels India and subject to applicable laws and regulations. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may deemf it in its absolute discretion and take all such steps as may be required for thep urpose of giving effect to the above resolution, including to: (a) submit and filea ll necessary documents and forms as may be required; (b) to represent the Companyb efore any regulatory or other authority(ies). if required; (c) to appoint anyp rofessional advisors, consultants, legal advisors, intermediaries and agencies;( d) to execute, deliver and enter into any and all documents, agreements, regulatoryf ilings, certificates or instruments (including a certified copy of theser esolutions), undertakings (including for effecting any modifications, changes,v ariation, alterations, additions and/or deletions to the foregoing); (e) doo r cause to be done any and all acts, things or deeds as may be necessary, appropriateo r advisable solely in order to carry out the purposes and intent of, andt o give effect to the foregoing resolution and to resolve and settle any questionsa nd difficulties that may arise or issue clarifications in connection with the aforesaidr esolution; (f) take all other steps which may be incidental, consequential, relevanot r ancillary in relation to the foregoing without being required to seek any furtherc onsent or approval of the Members or otherwise to the end and intent thatt hey shall be deemed to have given their approval thereto expressly by the authorityo f this resolution; and (g) to delegate all or any of its powers conferred undert his resolution to any Director or Key Managerial Personnel or committee of the Boarda, s it may deem fit in its absolute discretion. RESOLVED FURTHER THAT all actions taken by the Boardo r any authorised person in connection with any matter(s) referred too r contemplated in this resolution, be and are hereby approved, ratified andc onfirmed in all respects. Place: Chennai Date: 21.09.2026 SCRUTINIZER'S REPORT Sri Harsha Viji Chairman TSF Investments Limited 21, Patullos Road, Chennai 600 002. Dear Sir, Re: Passing of Postal Ballot Resolutions through (E-voting) The Board of Directors of the Company at its meetingh eld on 19th August 2026, has appointed me as Scrutinizerfor conducting the postalb allot through e-voting process. I submit my report as under: 1. The Company has on 20th August 2026, sent the postalb allot Notice in electronic form in accordance with the relaxation granted by the Ministryo f Corporate Affairs vide Circular No.03/2025 dated 22nd September 2025, to itsM embers whose name(s) appeared on the Register of Members/list of beneficiariesa s on 14th August 2026. The said postal ballot notice contained the proceduref or e-voting by members as required under the SEBI (Listing Obligations and DisclosureR equirements) Regulations, 2015. 2. Subsequently, the Company had issued a corrigendum on 03.09.2026, for the postal ballot notice dated 19*^ August 2026.The corrigendumw as dispatched to those shareholders to whom the postal ballot notice was dispatched. 3. Pursuant to the corrigendum dated 03.09.2026, memberws ho had cast their votes prior to the circulation of the corrigendum were provideda n opportunity to modify their votes by commu [Showing first 8,000 characters — download PDF for full document]