AGM Notice for the members of Fivestar Business- 9th September, 2025

Notice is hereby given that the 41st Annual General Meeting (AGM) of the Members of Five-Star Business Finance Limited (the “Company”) will be held on Tuesday, September 9, 2025, at 10:00 AM (IST). The meeting will take place through Video Conferencing (VC) and Other Audio-Visual Means (OAVM) to discuss the following agenda items:

Ordinary Business:

1. To receive, consider, and adopt the audited financial statements of the Company for the financial year ended March 31, 2025, together with the reports of the Directors’ and Auditor’s thereon.
   
2. To declare a final dividend for the Financial Year ended March 31, 2025: Resolved that a final dividend of ₹2 per equity share (i.e., 200% of the face value) is hereby declared, as recommended by the Board of Directors, on the fully paid-up equity shares of ₹1 each of the Company for the financial year ended March 31, 2025. This dividend will be paid to the members whose names appear in the Company’s Register of Members as of Thursday, August 14, 2025, which has been established as the record date for this purpose.
3. To appoint a director in place of Mr. Thirulokchand Vasan (holding DIN: 07679930), who retires by rotation and, being eligible, has offered himself for re-appointment.
4. Appointment of Secretarial Auditors: Resolved that, by Section 204 of the Companies Act, 2013, and related provisions, M/s. S. Sandeep & Associates, Practising Company Secretaries, Chennai (Firm Registration No: P2025TN103600; PR No: 6526/2025), be appointed as Secretarial Auditors for a term of 5 consecutive years from FY 2025-26 to FY 2029-30, at a remuneration of ₹ 2,20,000 (excluding out-of-pocket expenses and taxes) for FY 2025-26.
5. Fixing of borrowing limits for the Company: Resolved that, per section 180(1)(c) of the Companies Act, 2013 and applicable laws, the Company consents to the Board of Directors (including any committee authorized by the Board) to borrow up to ₹ 12,000 Crores (Indian Rupees Twelve Thousand Crores only) at any time, including amounts already borrowed, from bankers, NBFCs, financial institutions, or any party permitted by law, whether unsecured or secured.
   
6. ​Creation of Charges on the assets of the Company
7. Offer/invitation to subscribe to Non-Convertible Debentures (NCDs) on a private placement basis: Resolved that, by sections 42 and other relevant provisions of the Companies Act, 2013, and associated regulations, the Board of Directors is authorized to issue and offer Non-Convertible Debentures (NCDs) on a private placement basis, aggregating up to ₹ 4,000 Crores, in one or more series. This authorization includes determining the terms of the issue, timing, utilization of proceeds, and related matters, subject to obtaining necessary approvals from SEBI, Stock Exchanges, and other authorities.