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/.

Five star business finance Limited has submitted its quarterly compliance statement to stock exchanges, confirming nil deviation in the utilization of proceeds from its convertible share warrants for the quarter ended December 31, 2025. The filing, made on January 28, 2026, was submitted to both NSE and BSE pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Warrant Issue Details

The company's preferential issue of share warrants was completed on October 24, 2024, with a total issue size of INR 31,57,00,000. The warrant structure involves a two-stage payment mechanism, with warrant holders paying 25% upfront and the remaining 75% upon conversion.

Q3FY26 Status Update

During the quarter ended December 31, 2025, Five-Star Business Finance Limited reported that no warrant holders exercised their conversion option. Consequently, the company did not receive any additional proceeds from warrant conversions during this period. The upfront consideration of INR 7,89,25,000 received in the previous quarter was fully utilized in accordance with the objects stated in the Annual General Meeting notice dated August 17, 2024.

Compliance and Governance

The company's Audit Committee has reviewed the utilization of funds and confirmed no deviations from the approved objectives. The statement indicates that all proceeds were used as originally intended, with no variations in the objects or purposes for which the funds were raised.

Regulatory Framework

The filing was made in compliance with SEBI (LODR) Regulations, which require listed companies to report any deviations in the utilization of funds raised through public issues, rights issues, preferential issues, or qualified institutional placements. The regulation ensures transparency in fund utilization and protects investor interests by mandating regular disclosure of fund deployment status.

The company has made this information available on its website at fivestargroup.in/investors/, ensuring accessibility for all stakeholders. Company Secretary and Compliance Officer Vigneshkumar SM signed the compliance statement, confirming the accuracy of the reported information.