Shareholders meeting

TSF INVESTMENTS LIMITED (Formerly Known as Sundaram Finance Holdings Limited) 21, PATULLOS ROAD, CHENNAI - 600 002 MINUTES OF THE PROCEEDINGS OF THE 32^° ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF TSF INVESTMENTS LIMITEDH ELD THROUGH VIDEO CONFERENCING, ON THURSDAY, THE 23^° JULY2 026 BETWEEN 10.00 A.M. AND 10.44 A.M. PRESENT: MEMBERS* 104 PROXIES * includes Directors and Key Management Personnel whow ere present in person at a central location Chairman Sri Harsha Viji Sri R. Venkatraman Sri Srivats Ram Sri Ananth Ramanujam Directors Sri Shram Viji Ms Priyamvada Ramkumar Ms Sripriya Kumar Ms Meenakshi Ramani Chief Executive Officer Sri S. Ravi Chief Financial Officer Sri C.Senthilnathan Secretary & Compliance Officer Sri S. Kalyanaraman Sri Vinay Kothari, Partner, Statutory Auditor R.G.N. Price & Co, Chartered Accountants, Chennai Secretarial Auditor Sri A. Kalyana Subramaniam Sri T.K. Bhaskar, Partner, Scrutinizer H&B Partners TSF INVESTMENTS LIMITED (Formerly Known as Sundaram Finance Holdings Limited) 21, PATULLOS ROAD, CHENNAI - 600 002 Sri Harsha Viji occupied the Chair and called the meeting to order With the permission of the members, notice of the meetingw as taken as read. The Secretary informed the shareholders that the AuditorsR’ eport on the accounts for the year ended 31®* March 2026, being an unqualifiedo ne (clean report) was not required to be read out at the Annual General Meetinga s per the provisions of Section 145 of the Companies Act, 2013. The following are the highlights of the speech deliveredb y Sri Harsha Viji Chairman; Indian Economy India delivered a stronger-than-expected macro outcome in FY 2025-26. Under the revised 2022-23 GDP base series, real GDP growtha ccelerated to 7.6%, ahead of earlier expectations of '6.5-7.0%, while nominaGl DP rose 8.6% to Rs. 345 lakh crore (~USD 3.9 trillion). Growth was supportedb y fiscal spending, RBI monetary easing, low food inflation, and resiliendt omestic consumption. Private consumption remained the key growth engine,w ith it reaching -61.5% of GDP the highest share in over a decade. Gross fixed capitalf ormation expanded 7.8%, aided by lower borrowing costs following cumulative RBI repo cuts of 125 bps since February 2025. Manufacturinga nd services remained strong, while infrastructure spending and improvingr ural demand supported broader economic activity. The GST rationalisation in H2 FY 2025-26 provided incremental support to consumption demand, particularlya cross discretionary sectors including automobiles. For FY 2026-27, India’s GDP growth is expected at 6%w, ith private consumption remaining the primary growth driver. Continued tax relief, and rural recovery should support demand. Inflation is expected to normalize toward 6% despite food deflation reversal on crude price hike. Key risks remaine levated crude oil prices, geopolitical tensions in West Asia, and slower global trade recovery. TSF INVESTMENTS LIMITED (Formerly Known as Sundaram Finance Holdings Limited) 21, PATULLOS ROAD, CHENNAI - 600 002 Automotive Sector Outlook Your Company generates a significant portion of its income from dividend flows from group companies that are engaged in the automotive sector. The Indian automobile industry closed FY 2025-26 ata seven-year high, with all major segments recording double-digit growth simultaneously for the first time since FY 2018-19 - a broad-based recovery underpinnedb y GST 2.0 rationalisation (September 2025), income tax relieff rom Union Budget 2026. 125 bps of RBI rate cuts, and recovering rural demand. Passenger vehicles posted their highest-ever annuals ales, led by a record- breaking Q4 FY 2025-26. Premiumisation and UV dominancer emained intact. EV penetration increased to 4.2% from 2.6% (FY2024-25)w, hile exports hit an all- time high driven by steady demand from the Middle EastA, frica, and Latin America. The West Asia conflict caused disruption ine xport despatch in early March but left full-year performance largely unaffected. Commercial vehicles entered a goods-led upcycle after a subdued FY 2024-25, supported by improving freight demand, infrastructurea ctivity, replacement demand and better fleet economics aided by the ratec ut cycle. E-buses contributed to outperformance in the bus sub-segment. Growth rates were divergent within segments, with 10.7%g rov\rth in two-wheelers, 12.8% in three-wheelers, 23.5% in tractors and farme quipment, 7.9% growth in passenger vehicles and 12.9% in commercial vehicles. FY 2026 - 27 is shaping up as a consolidation yeaWr. ith fuel price hikes, EV preference Is picking up among consumers. Growth ise xpected to moderate as the high FY 2025-26 base asserts itself in H2 consensus points to 6-8% for 2W (premium and EV to do well), 3-7% for PV (OEM guidancem ore bullish), and 5- 8% for CVs, while tractor faces downside possibility from a potentially below- normal southwest monsoon. "I''BlS’iV'' TSF INVESTMENTS LIMITED (Formerly Known as Sundaram Finance Holdings Limited) 21, PATULLOS ROAD, CHENNAI - 600 002 INVESTMENTS India Motor Parts & Accessories Limited During the financial year, the Company acquired 2,37,120e quity shares of Rs.10/- each, representing a 1.90% stake in India Motor Parts& Accessories Limited, thereby increasing its shareholding from 20.00% to2 1.90%. DISINVESTMENTS As a part of the Company’s strategy to exit from non-c ore investments, the Company exited from the following investments: Sundaram Composite Structures Private Limited (SUNCOMP) During the year, the Company divested its entire holdingo f 3.90 Cr. equity shares in Sundaram Composite Structures Private Limited toB rakes India Private Limited at Rs. 6.32 per share, for a total consideration oRf s. 24.65 Crs. Consequently, Sundaram Composite Structures Private Limited ceasedt o be an associate of the Company. TVS Holdings Limited During the financial year the Company divested 5,56,375s hares held in TVS Holdings Limited (formerly known as Sundaram ClaytonL imited), representing a 2.75% stake. The amount transferred from OCI to Retained Earningso n account of sale of TVS Holdings shares is Rs. 449.04 Crs. (net of tax). Postt his sale, the Company holds 3.74% stake in TVS Holdings Limited. TSF INVESTMENTS LIMITED (Formerly Known as Sundaram Finance Holdings Limited) 21, PATULLOS ROAD, CHENNAI - 600 002 WORKING RESULTS Your Company has registered a consolidated net profiot f ?530.21 crores for the year ended 31st March 2026, which includes gain of? 40.99 crores from fair valuation of previously held equity interest in Axles India Limited on account of business combination, as compared to ^412.09 croresr egistered in the previous financial year resulting in an increase of 28.66% ands tandalone net profit of ?255.64 crores as compared to ?236.01 crores respectivelyr egistered in the previous financial year. Your Company received a dividend income of ?207.67C r for the year ended 31.03.2026 as against ^209.52 Cr received during theF inancial year 2024-25. PERFORMANCE OF ASSOCIATE & SUBSIDIARY COMPANIES The performance of your Associate and Subsidiary Companiesh ave been outlined in the Boards’ Report forming part of the Annual Report. DIVIDEND In February 2026 your company paid an Interim dividendo f f6.70/- per share (134% on the face value of ? 5/-). Final Dividend Your Company is pleased to recommend a Final Dividendo f ?4.45/- per share (89% on the face value of ?5/-), subject to the approvaol f the Shareholders at the AGM. If approved by the shareholders, the final dividenwd ill be recognised as a liability in financial year 2026-27. TSF INVESTOENTS UNITED (Formeriy Known as Sundaram Finance Holdings Limited) 21, PATULLOS ROAD, CHENNAI - 600 002 The total dividend for the year 2025-26 works out to? 11.15/- per share (223% on the face value of ?5/-) on the paid-up capital of ?111.05c rs. A portion of the profits earned on dis-investment ofo ur stake in some portfolio companies is being distributed to the shareholdersa s Special Dividen [Showing first 8,000 characters — download PDF for full document]