Postal Ballet notice to members of Five-star Business

NOTICE is hereby given that the resolutions outlined below are proposed for approval by the members of Five Star Business Finance Limited (the “Company”). Members are to cast their votes electronically using a Postal Ballot through the remote e-voting process provided by the Company.

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SPECIAL BUSINESS:

• ​To approve amendments to the Company’s Articles of Association
  

​M/s Matrix Partners India Investment Holdings II, LLC and M/s Peak XV Partners Investments V waived their special rights under Articles 101A (a) and 101A (b) of the Company in a letter dated October 25, 2024. These rights included the ability to nominate one director to the Board as long as they: (i) remain classified as a ‘promoter’ of the Company according to the Securities and Exchange Board of India (SEBI) regulations; and (ii) have contributed part of their shares to meet the minimum promoter requirements set by SEBI.

Due to this waiver and requests for reclassification from the institutional promoters, Articles 101A (a) and 101A (b) will be removed from the Articles of Association (AOA).

According to Article 101A (c), the founder promoter family (Mr. D Lakshmipathy and his family) can nominate enough directors to hold a majority on the Board, excluding independent directors. At the same time, Mr. D Lakshmipathy is classified as a ‘promoter’ under SEBI regulations. Additionally, under Article 101A (d), Mr. D Lakshmipathy will serve as the chairman of the Board as long as he remains classified as a ‘promoter’.

These special rights were part of the AOA approved by shareholders before the IPO, and since Articles 101A (c) and 101A (d) are also included, they are now proposed to be removed.

• ​To reclassify the status of Matrix Partners India Investment Holdings II, LLC and its Promoter Group from the ‘Promoter and Promoter Group’ category to the ‘Public’ shareholder category
  

​The Promoter and Promoter Group submitted a reclassification request on October 25, 2024, under Regulation 31A of the SEBI regulations. Based on the Board's recommendations, the Members agree to reclassify the Promoter and Promoter Group to the 'Public' shareholder category. This change is subject to necessary approvals from SEBI, stock exchanges, and other authorities.

• ​To reclassify the status of Peak XV Partners Investments V and its Promoter Group from the ‘Promoter and Promoter Group’ category to the ‘Public’ shareholder category
  

​The Promoter and Promoter Group submitted a reclassification request on October 25, 2024, under Regulation 31A of the SEBI regulations. Based on the Board's recommendations, the Members agree to reclassify the Promoter and Promoter Group to the 'Public' shareholder category. This change is subject to necessary approvals from SEBI, stock exchanges, and other authorities.