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.

HDFC Mutual Fund has significantly increased its shareholding in Five-Star Business Finance Limited, raising its stake from 5.00% to 7.15% through strategic open market acquisitions. The disclosure, made under Regulation 29(2) of SEBI Takeover Regulations, represents a substantial vote of confidence in the non-banking financial company.

Shareholding Enhancement Details

The mutual fund acquired 63,26,176 additional shares on February 17, 2026, representing a 2.15% increase in its shareholding position. This acquisition brings HDFC Mutual Fund's total holding to 2,10,62,868 shares, equivalent to 7.15% of Five-Star Business Finance's paid-up equity share capital.

Company Capital Structure

Five-Star Business Finance maintains a paid-up equity share capital of ₹29,45,44,298, comprising 29,45,44,298 equity shares of ₹1 each. The company's shares are listed on both BSE Limited and National Stock Exchange of India Limited, providing liquidity for institutional investors like HDFC Mutual Fund.

HDFC Schemes Involved

The acquisition was executed across multiple HDFC Mutual Fund schemes managed by HDFC Trustee Company Limited, demonstrating diversified institutional interest. The participating schemes include:

• HDFC BSE 500 ETF
• HDFC BSE 500 Index Fund
• HDFC Banking & Financial Services Fund
• HDFC Value Fund
• HDFC Balanced Advantage Fund
• HDFC Large and Mid Cap Fund
• HDFC Multi Cap Fund
• HDFC NIFTY500 MULTICAP 50:25:25 INDEX FUND
• HDFC NIFTY SMALLCAP 250 ETF
• HDFC NIFTY SMALLCAP 250 INDEX FUND
• HDFC Mid Cap Fund

Regulatory Compliance

The disclosure was formally communicated to Five-Star Business Finance's Company Secretary & Compliance Officer, Mr. Vigneshkumar S M, on February 19, 2026. HDFC Asset Management Company Limited, acting as the investment manager for HDFC Mutual Fund schemes, ensured full compliance with SEBI regulations governing substantial acquisitions.

The increased shareholding reflects HDFC Mutual Fund's strategic positioning in the financial services sector, particularly in specialized lending businesses. The acquisition strengthens institutional participation in Five-Star Business Finance, which operates in the non-banking financial services space with a focus on business lending solutions.