Shareholders meeting

TSF Investments Limited (formerly known as Sundaram Finance Holdings Limited) CIN: L65100TN1993PLC025996 Regd. Office: 21, Patullos Road, Chennai 600 002. Tel: 044 2888 1311 Email: investorservices@tsfinvestments.com • Website:www.tsfinvestments.com POSTAL BALLOT NOTICE (Pursuant to Section 110 of the Companies Act, 2013) The Members Notice is hereby given to the shareholders of TSF Investments Limited (“Company”) pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014; Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”); General Circulars issued by the Ministry of Corporate Affairs from time to time, including without limitation, General Circular No.03/2025 dated 22nd September, 2025, Secretarial Standard 2 on General Meetings, issued by the Institute of Company Secretaries of India and other applicable laws and regulations, to transact the special business as set out hereunder by passing Ordinary Resolution by way of postal ballot, by voting through e-voting process. Description of Special Business Approval of Material Related Party Transaction – Subscription to the Preferential Issue of Equity Shares offered on Private Placement basis by Wheels India Limited – Ordinary Resolution The draft resolution (“Resolution”), together with the explanatory statement pertaining to the said Resolution setting out the material facts and the reasons/ rationale thereof (“Statement”) is annexed to this Postal Ballot Notice (“Notice”) for your consideration and forms part of this Notice. By Order of the Board Chennai 600 002 S Kalyanaraman Date: 19.08.2026 Secretary & Compliance Officer TSF Investments Limited (Formerly Sundaram Finance Holdings Limited) 1 Notes: 1. This Notice is being sent only in electronic form, in accordance with the relaxation granted by the MCA Circular, to all the shareholders whose names appear on the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as at the close of business hours on Friday, the 14th August 2026 (“Cut-off Date”) and who have registered their email id with the Company/Depositories. 2. A person who is not a member on the relevant Cut-off Date should treat this notice for information purposes only. Any person who acquires shares of the Company and becomes a member of the Company after dispatch of this Notice and holding shares as on Cut-off Date shall follow the same procedure for e-voting as provided hereafter. 3. The postal ballot facility through e-voting is being provided to the members in accordance with the provisions of Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI LODR Regulations. 4. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide e-voting facilities, enabling the members to cast their vote electronically in a secure manner. 5. The detailed instructions on e-voting are enclosed. Grievances, if any, connected with e-voting may be addressed to Mr. Rakesh Dalvi, AVP, Central Depository Services India Limited (CDSL), A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. evoting@cdslindia.com or call on 022-23058542/43. 6. The e-voting facility will be available from Saturday, August 22, 2026 (9.00 A.M.) and end on Sunday, September 20, 2026 (5.00 P.M.) (both days inclusive). The e-voting will be blocked by CDSL thereafter and voting shall not be allowed beyond the said date and time. Once the vote on the resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again. 7. The Board of Directors has appointed Sri T K Bhaskar, Partner, H&B Partners, Advocates, Chennai, as the Scrutinizer, for conducting the postal ballot process in a fair and transparent manner. 8. The Scrutinizer will submit his report to the Chairman / Chief Executive Officer of the Company after completion of the scrutiny and the results of the postal ballot will be announced by the Chairman/ Chief Executive Officer within two working days from the date of closure of voting period, at the Registered Office of the Company at 21, Patullos Road, Chennai 600 002. 9. The resolution, if passed by the requisite majority through postal ballot by remote e-voting will be deemed to have been passed on the last date specified for e-voting i.e., Sunday, September 20, 2026 at 5:00 pm. 10. The results of the postal ballot will be posted on the Company’s website – www.tsfinvestments.com and the same will be communicated to National Stock Exchange of India (www.nseindia.com), where the shares of the Company is listed. 11. Instructions for e-voting DRAFT RESOLUTION SPECIAL BUSINESS (“Members”) be and is hereby accorded to the Board to enter into, carry out and complete the material related Approval of Material Related Party Transaction – party transaction proposed to be entered into between Subscription to the Preferential Issue of Equity Shares the Company and Wheels India Limited (“Wheels India”), offered on Private Placement basis by Wheels India being a related party of the Company as defined under Limited – Ordinary Resolution the Act and SEBI Listing Regulations, for subscription of To consider and if thought fit, to pass with or without 10,57,827 equity shares of Wheels India having face value modifications, the following resolution as an Ordinary of ₹ 10/- (Rupees Ten Only) (“Equity Share”) for cash at Resolution: an issue price of ₹1,418/- (Rupees One Thousand Four Hundred and Eighteen Only) per Equity Share including “RESOLVED THAT pursuant to (i) Regulations 2(1) a premium of ₹1,408/- (Rupees One Thousand Four (zb), 23 and other applicable provisions of the Securities Hundred and Eight Only), aggregating to an amount not and Exchange Board of India (Listing Obligations exceeding ₹150 Crores (Rupees One Hundred and Fifty and Disclosure Requirements) Regulations, 2015, as Crores only) by way of preferential issue on a private amended from time to time (“SEBI Listing Regulations”); placement basis, on such terms and conditions as set (ii) applicable provisions, if any, of the Companies Act, 2013 out in the explanatory statement annexed to this notice (the “Act”) read with the applicable rules made thereunder, and as may be mutually agreed between the Company including any amendment, modification, variation or and Wheels India and subject to applicable laws and re-enactment thereof; (iii) applicable circulars, regulations regulations. and guidelines issued by Securities and Exchange Board of India (“SEBI”); (iv) provisions of the Memorandum of RESOLVED FURTHER THAT the Board be and is hereby Association and Articles of Association of TSF Investments authorised to do all such acts, deeds, matters and things as Limited (“Company”); (v) the Company’s policy on it may deem fit in its absolute discretion and take all such related party transactions; and (vi) other applicable steps as may be required for the purpose of giving effect rules, regulations, circulars, notifications, clarifications to the above resolution, including to: (a) submit and file all and guidelines issued thereon, from time to time, by the necessary documents and forms as may be required; (b) Government of India, SEBI, the Ministry of Corporate to represent the Company before any regulatory or other Affairs, the stock exchanges and / or any other competent authority(ies), if required; (c) to appoint any professional authorities, and subject to such other approvals, consents, advisors, consultants, legal advisors, intermediaries and permissions and sanctions as may [Showing first 8,000 characters — download PDF for full document]