Five Star Business Finance Converts 3,10,000 Share Warrants into Equity Shares at INR 770 Each

Five Star Business Finance Limited has successfully completed the conversion of 3,10,000 share warrants into equity shares, marking a significant capital structure enhancement for the Chennai-based financial services company. The conversion was executed at INR 770.00 per share, comprising a face value of INR 1.00 and a premium of INR 769.00.

Warrant Conversion Details

The Board of Directors approved the conversion through a circular resolution passed on March 23, 2026, with the final approval received at 23:57 hours. The conversion involved two key executives of the company who exercised their warrants in full.

Allottee Details Warrants Converted Issue Price (INR) Total Consideration (INR) Lakshmipathy Deenadayalan (Chairman & MD) 2,60,000 770.00 20,02,00,000 Srikanth Gopalakrishnan (Joint MD & CFO) 50,000 770.00 3,85,00,000 Total 3,10,000 770.00 23,87,00,000

Payment Structure and Consideration

The warrant conversion followed a structured payment mechanism established during the original allotment. The allottees had previously paid 25% of the total issue price as upfront consideration during warrant allotment, with the remaining 75% paid at the time of conversion.

Payment Component Amount per Share (INR) Total Amount (INR) Upfront Payment (25%) 192.50 5,96,75,000 Balance Payment (75%) 577.50 17,90,25,000 Total Consideration 770.00 23,87,00,000

Impact on Share Capital

The warrant conversion has resulted in an increase in the company's paid-up share capital. Following the allotment of new equity shares, the capital structure has been enhanced as follows:

Capital Structure Before Conversion After Conversion Paid-up Share Capital INR 29,45,66,168 INR 29,48,76,168 Number of Equity Shares 29,45,66,168 29,48,76,168 Face Value per Share INR 1.00 INR 1.00

Shareholding Pattern Changes

The conversion has resulted in changes to the shareholding pattern, particularly affecting the promoter group's stake. Based on fully diluted capital calculations:

Lakshmipathy Deenadayalan's holding increased from 10.36% to 10.44%

Srikanth Gopalakrishnan's holding increased from 0.41% to 0.43%

Overall promoter group holding increased from 18.41% to 18.48%

Regulatory Framework and Timeline

The warrant conversion was executed under the regulatory framework established by SEBI LODR Regulations and SEBI ICDR Regulations. The original warrant allotment received necessary approvals including shareholder approval at the Annual General Meeting held on September 13, 2024, and in-principle approval from BSE Limited and National Stock Exchange Limited dated October 18, 2024.

The share warrants were valid for conversion within 18 months from the allotment date, with the deadline set for April 24, 2026. The newly allotted equity shares are subject to lock-in provisions as per applicable SEBI ICDR Regulations and will be credited to the allottees' demat accounts upon receipt of requisite listing approvals from NSE and BSE.

Five-Star Business Finance Limited has successfully concluded its postal ballot process, with shareholders overwhelmingly approving two key director appointments through remote e-voting. The company announced the results on March 23, 2026, following the completion of the voting period that ran from February 20 to March 21, 2026.

Regulatory Compliance and Disclosure

The company submitted its formal disclosure to the National Stock Exchange of India Limited and BSE Limited under Regulation 44(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure was signed by Vigneshkumar SM, Company Secretary & Compliance Officer, and includes comprehensive voting results and the scrutinizer's report.

Postal Ballot Resolutions and Results

The postal ballot covered two special resolutions related to independent director appointments:

Resolution: Details Approval Rate Resolution 1: Appointment of Ms. Rajeshwari Shankar (DIN:01573029) as Non-Executive Independent Director for five years (February 2, 2026 to February 1, 2031) 99.53% Resolution 2: Re-appointment of Mr. Srinivasaraghavan Thiruvallur Thattai (DIN:00018247) as Non-Executive Independent Director for second term (August 25, 2026 to August 24, 2031) 99.24%

Detailed Voting Statistics

The remote e-voting process demonstrated strong shareholder participation across all categories. The voting breakdown shows comprehensive engagement from different shareholder categories:

Voting Parameter: Details Total Shares Outstanding: 294,544,298 Total Votes Polled: 230,203,596 Voting Participation: 78.16% Total Shareholders (Cut-off Date): 101,858 Voters for Resolution 1: 446 shareholders Voters for Resolution 2: 448 shareholders

Category-wise Voting Performance

For Resolution 1 (Ms. Rajeshwari Shankar's appointment), the Promoter and Promoter Group achieved 100% approval with 99.99987197% participation representing 54,674,680 votes. Public Institutions showed 99.36% approval with 93.36% participation totaling 168,899,780 votes polled, while Public Non-Institutions demonstrated 99.96% approval with 11.25% participation representing 6,629,136 votes.

For Resolution 2 (Mr. Srinivasaraghavan's re-appointment), the Promoter and Promoter Group maintained 100% approval. Public Institutions showed 98.97% approval, and Public Non-Institutions achieved 99.96% approval rates with similar participation levels.

Scrutinizer Certification and Process

Mr. S Sandeep (FCS No. 5853, COP No. 5987), Managing Partner of S Sandeep & Associates, served as the scrutinizer for the postal ballot process. The scrutinizer submitted his report on March 23, 2026, confirming that both resolutions were passed with the requisite majority as the votes in favor were three times more than the votes against.

The company ensured full compliance with regulatory requirements under the Companies Act, 2013, and SEBI LODR Regulations. The postal ballot notice was dispatched on February 19, 2026, through email to all eligible shareholders and published in Financial Express (English) and Makkal Kural (Tamil) newspapers on February 20, 2026.

Corporate Governance Impact

The successful passage of both resolutions strengthens Five-Star Business Finance Limited's board composition with experienced independent directors. The resolutions are deemed to have been passed on Saturday, March 21, 2026, being the last date for remote e-voting. The detailed voting results and scrutinizer's report have been made available on the company's website at www.fivestargroup.in , ensuring transparency in the corporate governance process.

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