Five Star Business Finance Limited has successfully concluded its board meeting on March 17, 2026, with the approval of a substantial ₹5000 crores limit for non-convertible debentures (NCD) issuance through private placement. The decision marks a significant expansion of the company's fundraising capacity and strategic financing capabilities.

Board Meeting Outcomes

The board meeting, conducted from 10:00 AM to 1:00 PM on March 17, 2026, resulted in the establishment of comprehensive limits for NCD issuance under Regulation 30 and Regulation 51 of SEBI LODR Regulations. The approved framework allows the company to issue NCDs in one or more tranches and series as market conditions and business requirements dictate.

Strategic Capital Structure Enhancement

The ₹5000 crores NCD limit represents a substantial enhancement to Five Star Business Finance Limited's capital raising capabilities. This approval provides the company with significant flexibility to access debt capital markets efficiently when opportunities arise. The private placement route offers strategic advantages including selective investor engagement and optimized timing based on market conditions.

Regulatory Framework and Compliance

The entire process has been conducted in strict adherence to SEBI's listing obligations and disclosure requirements, specifically following Master circular no. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Company Secretary and Compliance Officer Vigneshkumar SM ensured proper regulatory compliance throughout the announcement and approval process. The company maintained transparency by simultaneously informing both NSE (Symbol: FIVESTAR) and BSE (Scrip code: 543663) about the board meeting outcomes.

Detailed Disclosure Framework

As per regulatory requirements, the company has provided comprehensive disclosures regarding the proposed NCD issuance. The securities will be listed on designated stock exchanges, with specific details including tenure, coupon rates, security arrangements, and payment schedules to be disclosed at the time of allotment.

Market Positioning and Future Outlook

With the approved ₹5000 crores NCD issuance limit, Five Star Business Finance Limited has positioned itself strategically for future growth initiatives and capital optimization. The substantial limit provides the company with enhanced financial flexibility to pursue business expansion, meet working capital requirements, and strengthen its market position in the financial services sector.

Five-Star Business Finance Limited has issued a postal ballot notice to shareholders for the appointment and re-appointment of Independent Directors. The company has engaged National Securities Depository Limited (NSDL) to facilitate the remote e-voting process for these special resolutions.

Director Appointments Under Consideration

The postal ballot covers two significant board appointments that require shareholder approval through special resolutions.

E-Voting Timeline and Process

The company has established a comprehensive timeline for the postal ballot process, with all voting conducted through remote e-voting only.

Shareholders whose names appear on the Register of Members as of the cut-off date and have registered email addresses will be eligible to participate in the voting process.

Ms. Rajeshwari Shankar - Proposed Independent Director

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. She has served as signing partner for central statutory audits of major public sector banks, public sector undertakings, and listed corporates.

Her professional background includes:

• 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
• Expertise in Risk Management and Board Oversight

Currently, she serves as one of the Senior Partners of PKF Sridhar & Santhanam LLP, a leading chartered accountancy firm based in Chennai.

Mr. Srinivasaraghavan Thiruvallur Thattai - Re-appointment

Mr. Srinivasaraghavan Thiruvallur Thattai, currently serving his first term as Independent Director since August 25, 2021, is proposed for re-appointment for a second five-year term. He holds a B.Com degree and an MBA from Gannon University, Pennsylvania.

His extensive experience includes:

• Over 40 years in the financial services sector
• 18 years as Managing Director of Sundaram Finance Limited
• Current board positions with Sundaram Finance Limited and Sundaram Home Finance Limited
• Chairperson of Risk Management Committee and Customer Service Committee at Five-Star Business Finance

Remuneration Details

For the financial year 2024-25, Mr. Thattai received:

• Sitting fees of INR 7.60 lakhs
• Profit-related commission of INR 12.00 lakhs
• Additional sitting fees of INR 8.15 lakhs for FY 2025-26 (till the notice date)

Regulatory Compliance and Governance

Both appointments comply with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025.

The Board of Directors has appointed Mr. S Sandeep (FCS No. 5853, COP No. 5987), Managing Partner of S. Sandeep & Associates, as the Scrutinizer to ensure fair and transparent conduct of the postal ballot process.

Shareholders can access the complete postal ballot notice on the company's website at www.fivestargroup.in and on NSDL's e-voting platform at www.evoting.nsdl.com . The notice has been dispatched electronically to all eligible shareholders as per regulatory requirements.