Richfield Financial Services Limited has issued a comprehensive postal ballot notice dated February 26, 2026, seeking shareholder approval on three critical special resolutions through electronic voting. The company has scheduled the e-voting period from February 28, 2026 to March 29, 2026, with results expected to be declared by March 30, 2026.

E-Voting Schedule and Process

The company has established a structured timeline for the postal ballot process, engaging National Securities Depository Limited (NSDL) to provide e-voting facilities to shareholders.

Key Resolutions for Shareholder Approval

The postal ballot notice encompasses three special resolutions that require shareholder consent for implementation.

Independent Director Appointment

The first resolution seeks approval for appointing Mr. Peeyus A Kottam (DIN: 02417715) as Non-Executive Independent Director for a three-year term effective February 9, 2026. Mr. Kottam, aged 59 years, holds a BA LLB from Mangalore University and serves as President of the Kerala High Court Advocates' Association (KHCAA) for 2026. His legal career spans over three decades since 1991, operating A Peeyus A Kottam & Associates in Ernakulam, Kochi.

Managing Director Remuneration Approval

The second resolution addresses the remuneration structure for Managing Director Mr. Vadasseril Chacko Georgekutty (DIN: 09194854). The proposal seeks approval for annual remuneration not exceeding Rs. 30 Lakhs effective April 1, 2026. Mr. Georgekutty, aged 54 years, is an MBA graduate from the National Institute of Bank Management (NIBM) with over 30 years of experience in Non-Banking Financial Services. He holds 15.84% shareholding in the company and has been associated as Director since October 2021.

Articles of Association Amendment

The third resolution proposes alteration of the company's Articles of Association to comply with SEBI regulations. The amendment involves inserting Article 66A, which mandates the Board to appoint persons nominated by debenture trustees as directors, in accordance with SEBI (Debenture Trustees) Regulations, 1993 and SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021.

Shareholder Participation Guidelines

The company has implemented electronic-only voting in compliance with Ministry of Corporate Affairs circulars. Shareholders whose email addresses are registered with the company, depositories, or Registrar and Share Transfer Agent (Niche Technologies Private Limited) as of the cut-off date will receive the postal ballot notice electronically. The voting process requires shareholders to access the NSDL e-voting platform using their demat account credentials or designated login information.

Corporate Compliance and Transparency

Richfield Financial Services operates as a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India, specializing in gold loans, personal loans, and microfinance services. The company was incorporated on April 16, 1992, and maintains its corporate office at Ashiyana Building, Subash Chandra Bose Road, Ponnurunni, Vytilla-682019. The postal ballot notice and related documents are available on the company's website at www.rfsl.co.in and BSE's website at www.bseindia.com for shareholder reference and transparency.

Richfield Financial Services Limited has secured in-principle approval from BSE Limited for issuing equity shares on a preferential basis, marking a significant step in the company's capital raising initiative. The approval was formally communicated on February 26, 2026, through regulatory filings under SEBI compliance requirements.

Preferential Issue Details

The BSE has granted approval for the company to issue equity shares to both promoter and non-promoter categories under specific terms and conditions.

Regulatory Compliance Requirements

BSE has emphasized that the approval should not be construed as automatic listing approval, requiring separate compliance for listing procedures. The company must adhere to multiple regulatory frameworks including Companies Act 2013, Securities Contracts Regulation Act 1956, SEBI Act 1992, and Depositories Act 1996.

The exchange has specifically mandated compliance with Chapter V of SEBI ICDR Regulations 2018 and LODR Regulations 2015. Additionally, the company must obtain all necessary statutory and regulatory approvals before proceeding with the issue.

Internal Control Measures

BSE has advised Richfield Financial Services to strengthen internal controls to monitor trading activities by proposed allottees. Key requirements include:

• Obtaining undertakings from allottees confirming no intra-day trading in company scrip
• Ensuring no sales in company scrip until allotment date
• Verifying compliance with Regulation 167(6) of SEBI ICDR Regulations 2018
• Taking full responsibility for monitoring and ensuring compliance

Post-Allotment Obligations

The company must submit a listing application within twenty days from the allotment date, as specified in SEBI circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. Non-compliance with this timeline will attract penalties as mentioned in the regulatory circular.

BSE reserves the right to withdraw the in-principle approval if submitted information is found incomplete, incorrect, misleading, or contravenes exchange rules and regulations. The approval was signed by Marian Dsouza, Assistant Vice President, and Karan Shah, Deputy Manager at BSE Limited.