Five star business finance Limited has announced the allotment of 21,870 equity shares on February 12, 2026, following the exercise of employee stock options under its established employee benefit scheme. The Business & Resource Committee of the Board approved this allotment under the Five-Star Associate Stock Option Scheme, 2018, in compliance with SEBI regulations.

Share Capital Enhancement

The allotment has resulted in an increase in the company's paid-up share capital structure:

Exercise Price Structure

The employee stock options were exercised at differentiated pricing levels based on the scheme's framework:

Scheme Background and Compliance

The Five-Star Associate Stock Option Scheme 2018 was established prior to the company's initial public offering and has been subsequently aligned with SEBI Share Based Employee Benefit Regulations 2021. The scheme received shareholder approval at an extraordinary general meeting held on October 8, 2021, and obtained in-principle approval from both the National Stock Exchange and Bombay Stock Exchange. The scheme was further ratified by shareholders at the Annual General Meeting held on September 16, 2023.

Exercise Terms and Conditions

Under the scheme's framework, the exercise period commences from the vesting date and expires within 60 calendar months from the relevant vesting date. The exercise price is determined by the Nomination & Remuneration Committee, ensuring compliance with applicable accounting standards and SEBI regulations, with the price not being less than the face value of the shares.

Financial Impact and Next Steps

The newly allotted shares will rank pari-passu with the existing equity shares of the company, providing equal rights and privileges to the holders. The company has confirmed it is in the process of completing the necessary formalities for listing these allotted shares on the stock exchanges. As per the unaudited financial results for the half year ended December 31, 2025, the company reported a basic earnings per share of INR 28.17 and diluted earnings per share of INR 28.09.

Five star business finance Limited conducted a board meeting on January 28, 2026, focusing on key governance appointments. The meeting, which ran from 2.00 PM to 4.50 PM, resulted in important decisions regarding the company's independent director positions. These appointments strengthen the company's board composition and governance framework.

Board Decisions and Appointments

The board made two significant decisions regarding independent director positions. Both appointments were recommended by the Nomination & Remuneration Committee and are subject to shareholder approval. The decisions demonstrate the company's commitment to maintaining strong corporate governance standards.

New Appointment: Ms. Rajeshwari Shankar

Ms. Rajeshwari Shankar brings extensive experience to the board as a Chartered Accountant with over three decades of expertise in statutory audits, internal audits, and corporate governance. Her professional background includes serving as signing partner for central statutory audits of major public sector banks, public sector undertakings, and listed corporates.

Her experience encompasses:

• Leading audit engagements for corporates and the Reserve Bank of India (Southern Region)
• Executing SEBI-directed inspection assignments
• Engaging with regulators, audit committees, and senior management on financial reporting and governance matters
• Currently serving as Senior Partner at M/s. PKF Sridhar & Santhanam LLP, a leading chartered accountancy firm based in Chennai

Re-appointment: Mr. Srinivasaraghavan Thiruvallur Thattai

Mr. Srinivasaraghavan Thiruvallur Thattai's re-appointment for a second term reflects his valuable contribution to the company's governance. He holds a Commerce graduate degree and a Master's in Business Administration from Gannon University, Pennsylvania. His extensive experience spans the finance and insurance sectors.

Regulatory Compliance and Independence

Both directors have confirmed their independence credentials under relevant regulations. Ms. Rajeshwari Shankar and Mr. Srinivasaraghavan Thiruvallur Thattai meet the criteria of independence under Section 149 of the Companies Act, 2013, and Regulation 16 of the SEBI LODR Regulations. Additionally, neither director is debarred from holding office by virtue of any SEBI Order or other regulatory authority.

The appointments follow proper regulatory disclosure requirements under Regulation 30 read with Para A of Part A of Schedule III and Regulation 51 of SEBI (LODR) Regulations, 2015. The company has made all necessary disclosures available on its website at fivestargroup.in/investors/.