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In a significant development, SBFC Finance Limited has announced key decisions made during its Board Meeting held on 26th April, 2025. In compliance with Regulations 30 and 51 read with Schedule III and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has disclosed various corporate actions aimed at strengthening its governance, operational efficiency, and financial base.

1. Appointment of Mr. Leroy James Langeveld as Nominee Director

The Board has approved the appointment of Mr. Leroy James Langeveld (DIN: 11068486) as an Additional and Nominee Director (Non-Executive), effective from 26th April, 2025, based on the recommendation of the Nomination and Remuneration Committee. His appointment is subject to shareholders' approval at the upcoming 18th Annual General Meeting (AGM).

Mr. Langeveld is associated with The Clermont Group as Assistant General Counsel and has been part of the organization since 2018. He brings a wealth of legal expertise and corporate governance knowledge. It has been confirmed that Mr. Langeveld is not debarred from holding the position of Director by SEBI or any other authority.

2. Appointment of Secretarial Auditors

The Board has recommended the appointment of M/s. Parikh & Associates, Company Secretaries, a peer-reviewed firm, as Secretarial Auditors for the next five financial years, from FY 2025-26 to FY 2029-30. The appointment was made following the recommendation of the Audit Committee and is subject to shareholders’ approval at the 18th AGM.

This appointment is intended to strengthen compliance and corporate governance as per the requirements under Regulation 24A of SEBI Listing Regulations.

3. Amendments to SBFC Stock Option Policies

The Board approved and recommended amendments to the SBFC Stock Option Policy I 2018 and the SBFC Stock Option Policy I 2021. Changes include updates related to the Definition of Eligible Employee, Exercise Period, Relevant Date, SBFC Trust Deed, Vesting Period, Vesting Schedule, and Exercise Price.

The amendments align the policies with the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEBSE 2021).

4. Fund Raising Through Non-Convertible Debentures

A major financial decision taken during the meeting was the approval to raise funds up to ₹3,000 crore through the issuance of Non-Convertible Debentures (NCDs) on a private placement basis. This fund-raising initiative is within the company's overall borrowing limits as approved by members under Section 180(1)(c) of the Companies Act, 2013.

This move is aimed at strengthening the company's financial position and supporting its expansion plans.

5. Changes in Senior Management Personnel

The Board has announced changes and updates in the Senior Management Personnel (SMP) team. The brief details of employees designated as SMPs are attached as 'Annexure C'. These changes reflect SBFC Finance’s focus on enhancing leadership depth to drive the company’s strategic growth initiatives.

6. Changes to Policy for Determination of Materiality of Events or Information

Effective from 26th April, 2025, the company updated the list of authorized Key Managerial Personnel (KMPs) responsible for determining material events or information under Regulation 30(5) of the SEBI Listing Regulations.

The updated authorized officials are:

• Mr. Aseem Dhru, Managing Director & CEO

• Mr. Mahesh Dayani, Executive Director

• Mr. Narayan Barasia, Chief Financial Officer

• Ms. Namrata Sajnani, Company Secretary & Chief Compliance Officer

All contact details have been updated accordingly.

7. Fine Levied by BSE Limited for Non-Submission of Compliance

The company informed that BSE Limited has levied a fine of ₹5,000 for non-submission of compliance under Regulation 50(1)(d) of the SEBI Listing Regulations. SBFC Finance has already filed a formal request with BSE for the withdrawal of the fine along with the necessary supporting documents. The Board acknowledged the fine and noted that the company awaits BSE’s response regarding the withdrawal request.

Board Meeting Timing

The Board Meeting commenced at 01:30 PM (IST) and concluded at 03:30 PM (IST) on 26th April, 2025.

Additional Disclosures

All the outcomes discussed during the Board Meeting, including detailed annexures such as the appointment profiles and SMP details, have been uploaded on the Company’s official website at www.sbfc.com under the Investors section.

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