Wheels India Limited promoters completed an inter-se transfer of 2,56,547 equity shares on August 7, 2026, with TSF Investments Limited acquiring the stake from Trichur Sundaram Santhanam & Family Private Limited. The transaction, valued at ₹1,518.62 per share, represents 1.050% of the company’s paid-up equity capital and increases TSF’s total holding to 25.007%, while reducing the seller’s stake to 28.804%. This restructuring of promoter holdings was disclosed to stock exchanges under Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The disclosure follows an initial intimation filed on July 31, 2026, under Regulation 10(5) of the SEBI Takeover Regulations. TSF Investments Limited, formerly known as Sundaram Finance Holdings Limited, relied on the exemption provided under Regulation 10(1)(a)(ii) to avoid making an open offer. S. Kalyanaraman, Secretary & Compliance Officer of TSF Investments Limited, signed the report submitted to both the National Stock Exchange of India Limited and BSE Limited.

Transaction Details

The inter-se transfer involves equity shares with a face value of ₹10 each. The transaction details are as follows:

Post-Transaction Shareholding

Following the transfer, the promoter shareholding structure of Wheels India Limited has been adjusted. TSF Investments Limited now holds 61,09,914 shares, while Trichur Sundaram Santhanam & Family Private Limited holds 70,37,967 shares.

What the Numbers Show

The transaction consolidates the promoter group’s control by shifting ownership from the family private limited entity to the main investment holding company. TSF Investments Limited’s stake crossing the 25% threshold is notable as it reinforces its position as the largest single promoter entity within the group, although the combined promoter holding remains unchanged. The premium price of ₹1,518.62 per share reflects the internal valuation agreed upon between the related parties for this regulatory compliance exercise.

Wheels India Limited disclosed an inter-se transfer of 1.05% of its equity share capital between its promoters, TSF Investments Limited and Trichur Sundaram Santhanam & Family Private Limited. The transaction involves the acquisition of 2,56,547 equity shares of ₹10 each by TSF Investments from the family trust entity at a price of ₹1,518.62 per share. This internal restructuring consolidates promoter holdings without altering the overall promoter group control, ensuring continuity in corporate governance while optimizing the shareholding structure among key stakeholders.

The proposed acquisition is scheduled for August 7, 2026. TSF Investments confirmed that the transaction qualifies for exemption from making an open offer under Regulation 10(1)(a)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. This exemption applies because both the transferor and transferee have been named as promoters in the company’s shareholding pattern for not less than three years prior to the proposed acquisition. The acquisition price matches the volume-weighted average market price of ₹1,518.62 per share over the 60 trading days preceding the notice issuance.

Shareholding Changes

The transaction results in a shift in individual promoter holdings while maintaining the aggregate promoter group stability. TSF Investments’ stake increases from 23.96% to 25.007%, whereas Trichur Sundaram Santhanam & Family Private Limited’s holding decreases from 29.85% to 28.804%. Other promoter entities, including Sri Harsha Viji and Sri Srivats Ram, retain their existing stakes unchanged.

Compliance declarations submitted alongside the disclosure confirm that neither the transferor nor the transferee has encumbered their shares directly or indirectly during the financial years ended March 31, 2024, March 31, 2025, and March 31, 2026. These annual declarations under Regulation 31(4) of the SEBI Takeover Regulations were filed by P. Viswanathan, Company Secretary of Trichur Sundaram Santhanam & Family Private Limited, and S. Kalyanaraman, Secretary & Compliance Officer of TSF Investments Limited (formerly Sundaram Finance Holdings Limited).

Regulatory Compliance

TSF Investments affirmed that all conditions specified under Regulation 10(1)(a) regarding exemptions have been duly complied with. The acquirer further declared that the acquisition price would not exceed 25% above the computed benchmark price, capping the maximum permissible price at ₹1,898.27 per share. The actual transaction price of ₹1,518.62 remains well within this regulatory limit. The company has submitted the requisite disclosures to both the National Stock Exchange of India Limited and BSE Limited, requesting the information be taken on record as per standard procedural requirements.