Edelweiss Financial Services Ltd. — Proxy Solicitation & Information Statement 2026

Mar 5, 2026

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EW/Sec/2025-26/479

March 5, 2026

	BSE Limited P J Towers, Dalal Street, Fort, Mumbai – 400 001 Scrip Code: 532922	National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 Symbol: EDELWEISS

Dear Sir/Madam,

Sub: Notice of Postal Ballot

In accordance with the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and the Circulars issued by the Securities and Exchange Board of India (SEBI) and the Ministry of Corporate Affairs (MCA), please find enclosed herewith the Notice of Postal Ballot together with the Explanatory Statement which is being dispatched to the Members of the Company.

In accordance with Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with the Rules framed thereunder, the Listing Regulations, the Circulars issued by the MCA and SEBI, from time to time, Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and any other applicable laws, rules and regulations (including any statutory modification(s) or reenactment(s) thereof for the time being in force), the Notice of the Postal Ballot is being sent by e-mail only to those Members who have registered their e-mail address with the Company/Depositories/Registrar and Share Transfer Agent of the Company, as on Friday, February 27, 2026, being the cut-off date.

The Company has engaged the services of National Securities Depository Limited (NSDL), as the Service Provider for the purpose of providing e-voting facility to the Members. The remote e-voting facility will commence from 9:00 a.m. on Friday, March 6, 2026 and will end at 5.00 p.m. on Saturday, April 4, 2026. The Results of Postal Ballot shall be declared on or before Monday, April 6, 2026.

The Notice of Postal Ballot is also available on the website of the Company: www.edelweissfin.com , BSE Limited: www.bseindia.com and National Stock Exchange of India Limited: www.nseindia.com (the Stock Exchanges) at which the Equity Shares of the Company are listed and on the website of National Securities Depository Limited, the electronic service provider : www.evoting.nsdl.com.

Edelweiss Financial Services Limited Corporate Identity Number: L99999MH1995PLC094641 Registered Office: Edelweiss House, off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel No.: +91 22 4079 5199 Email: cs@edelweissfin.com Website: www.edelweissfin.com

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Kindly take the same on record.

Thanking you,

Yours faithfully, For Edelweiss Financial Services Limited TARUN Digitally signed by TARUN KHURA KHURANA Date: 2026.03.05 NA 16:25:07 +05'30' Tarun Khurana Company Secretary

Encl: as above

Edelweiss Financial Services Limited Corporate Identity Number: L99999MH1995PLC094641 Registered Office: Edelweiss House, off. C.S.T. Road, Kalina, Mumbai - 400 098 Tel No.: +91 22 4079 5199 Email: cs@edelweissfin.com Website: www.edelweissfin.com

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EDELWEISS FINANCIAL SERVICES LIMITED

CIN: L99999MH1995PLC094641 Registered Office: Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098. Phone: +91 22 – 4079 5199 Email: Efsl.Shareholders@edelweissfn.com Website: www.edelweissfn.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI), from time to time (the Circulars), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Resolution set out hereunder is proposed to be passed by the Members of the Company by means of Postal Ballot, by way of remote e-voting process only.

The proposed Resolution and Statement setting out the material facts relating thereto, as required in terms of Section 102 of the Act read with the Rules and the MCA Circulars, is appended below.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and the MCA Circulars, the manner of voting on the proposed Resolution is restricted only to remote e-voting (“e-voting”) i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Postal Ballot Notice.

The Board of Directors of the Company, at its Meeting held on February 10, 2026, have appointed Mr. Suresh Viswanathan, Designated Partner, M/s. SVVS & Associates Company Secretaries LLP, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot only through the e-voting process, in a fair and transparent manner. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

The Members holding Equity Shares of the Company as on Friday, February 27, 2026, being the Cut-off Date mentioned in this Postal Ballot Notice are requested to carefully read the instructions mentioned under the head ‘Instructions for e-voting’ in this Postal Ballot Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed Resolution.

The e-voting facility will commence from 9:00 a.m. on Friday, March 6, 2026 and end at 5:00 p.m. on Saturday, April 4, 2026. The Company has engaged the services of National Securities Depository Limited (NSDL), as the Service Provider for the purpose of providing e-voting facility to the Members. In accordance with the MCA Circulars, the Company has made necessary arrangements to enable the Members whose email addresses are not registered with their Depository Participant or the Registrar (RTA) to register their e-mail address by following the procedure set out in the Postal Ballot Notice.

After completion of scrutiny of the votes cast, the Scrutinizer will submit his Report to the Chairman or any Director so authorised in this regard or the Company Secretary of the Company. The results of the e-voting will be announced by the Chairman or any Director so authorised in this regard or the Company Secretary on or before Monday, April 6, 2026, at the Registered Office of the Company at Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098. The results along with the Scrutinizer’s Report, will be placed on the website of the Company (www.edelweissfn.com) and the Service Provider at www.evoting.nsdl.com and also displayed at the Registered Office of the Company. The same will also be simultaneously forwarded to BSE Limited and the National Stock Exchange of India Limited, the Stock Exchanges where the Equity Shares of the Company are listed, for placing the same on their websites. The Resolution, if approved, will be taken as having been duly passed with requisite majority, as on the last date specified for e-voting i.e. Saturday, April 4, 2026.

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SPECIAL BUSINESS:

To approve disposal of equity shares and ceding control over a Material Subsidiary

To consider and, if thought fit, to pass the following Resolution as a Special Resolution:

“RESOLVED that pursuant to the provisions of Regulation 24(5) and all other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and other applicable SEBI Regulations, the Companies Act, 2013 and the Rules framed thereunder and all other applicable laws (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable notifications, clarifications, circulars, rules and regulations issued by the Securities and Exchange Board of India and any other authority and subject to such other requisite approvals, consents, permissions and sanctions as may be required including approval of the Reserve Bank of India and subject to such conditions as may be prescribed by them while granting the approval, and the Memorandum and Articles of Association of the Company, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the Board which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution) for the disposal by way of sale/transfer 3,12,07,500 equity shares of 10 each (representing 45% of the total paid-up equity share capital) of Nido Home Finance Limited (Nido) (a wholly owned subsidiary of the Company) held by the Company and its wholly owned subsidiaries namely Edel Finance Company Limited (EFCL) and Edelweiss Rural & Corporate Services Limited (ERCSL) (collectively referred to as the Sellers) to CA Sardo Investments (an affiliate of The Carlyle Group) and Salisbury Investments Private Limited (collectively referred to as the Buyers), for a consideration of 602,30,47,500 and on other terms and conditions as set forth in the agreements/documents executed between the Sellers and the Buyers, such that Nido will cease to be the subsidiary of the Company and consequently, the Company will also cease to exercise control over Nido on completion of the Transaction, as per the details provided in the Explanatory Statement.

FURTHER RESOLVED that the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or expedient in the interest of the Company and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further approval of the Members of the Company.”

For and on behalf of the Board of Directors of Edelweiss Financial Services Limited

Sd/Tarun Khurana Company Secretary Membership No. A12344

Registered Office:

Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098. Email: efsl.shareholders@edelweissfn.com Website: www.edelweissfn.com

Date: February 10, 2026

Notes:

1. A Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 and the Rules framed thereunder (the Act) setting out the material facts in respect of the business set out in the Postal Ballot Notice (“the Notice”) is annexed hereto.

2. In accordance with the Circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI) from time to time, this Postal Ballot Notice is being sent only by electronic mode to those Members whose names would appear on the Register of Members / List of Beneficial Owners as on Friday, February 27, 2026 (the Cut-off Date), to be received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (collectively referred to as Depositories) and whose e-mail address is registered with the Company/ Depositories/ Depository Participants. A copy of this Postal Ballot Notice will also be available on the website of the Company at www.edelweissfn.com, BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively and the website of NSDL, the remote e-voting service providing agency to the Company (www.evoting.nsdl.com).

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1. In accordance with the MCA Circulars, the physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business envelope, are not being sent to the Members. Accordingly, the communication of the assent or dissent of the Members eligible to vote is restricted only to remote e-voting (e-voting) i.e. by casting their votes electronically instead of submitting postal ballot forms.

2. Once the vote is cast, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

3. Members holding Equity Shares of the Company as on the Cut-off Date only shall be entitled to vote through remote e-voting process in relation to the Resolution specified in this Postal Ballot Notice. In case of joint holders only such joint holders who is higher in the order of names will be entitled to vote. A person who becomes a Member after the Cut-off Date should treat this Postal Ballot Notice for information purpose only.

4. The documents referred to in the Notice and Explanatory Statement, shall be available for inspection through electronic mode without any fees by the Members from the date of circulation of this Postal Ballot Notice until the last date of e-voting, basis the request being sent on Efsl.Shareholders@edelweissfn.com mentioning their name, Folio No. / Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

6. The Members who have not registered their e-mail IDs, are requested to register their email ID, as per the procedure given below:

7. PROCEDURE FOR REGISTRATION OF EMAIL IDS WITH THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND FOR E-VOTING

ON THE RESOLUTIONS SET OUT IN THIS NOTICE:

• i) In case the shares are held in physical mode, shareholders are requested to provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), self-attested scanned copy of PAN and Aadhar Card by e-mail to the Company at Efsl.Shareholders@edelweissfn.com.

• ii) In case the shares are held in demat mode, please provide DPID & CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, self- attested scanned copy of client master or copy of Consolidated Account statement, PAN and Aadhar to the respective Depository Participants.

• iii) If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained below i.e. Login method for e-Voting.

• iv) Alternatively shareholder/Members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

• v) Members are required to update their mobile number and email ID correctly in their demat account in order to access e-voting facility.

After successful submission of the e-mail ID, the Company or NSDL will share an electronic copy of the Postal Ballot Notice within 48 hours of receiving details of e-mail ID.

1. Instructions for E-voting:

In accordance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) (“Rules”), MCA Circulars and Regulation 44 of the Listing Regulations read with Circulars issued by SEBI on e-Voting Facility provided by Listed Entities, Secretarial Standard on General Meetings (SS-2) and any amendments thereto, the Company is providing facility for voting remotely, only by electronic means, to its Eligible Members and the stated items of business shall be transacted only through e-voting.

The Company has engaged the services of NSDL for providing e-voting facility to the Eligible Members, enabling them to cast their vote electronically, in a secured manner.

Eligible Members, other than individuals may, in accordance with the provisions of Sections 112 and 113 of the Act, appoint representatives for the purpose of e-voting.

The manner of e-voting by (i) individual shareholders holding Equity Shares of the Company in demat mode (ii) shareholders other than individuals holding Equity Shares of the Company in demat mode (iii) shareholders holding Equity Shares of the Company in physical mode and (iv) shareholders who have not registered their e-mail address, is explained in the instructions given herein below.

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Friday, March 6, 2026 at 9:00 A.M. and ends on Saturday, April 4, 2026 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday, February 27, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, February 27, 2026.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/ mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices. nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under ‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/ OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joiningvirtual meeting& votingduringthe meeting.

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Type of shareholders Login Method

Type of shareholders	Login Method
	5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
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Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk bysendinga request atevoting@nsdl.comor call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

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B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?”

   • (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

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1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

2. Now, you will have to click on “Login” button.

3. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system. How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to mumbaibranch@svvsllp.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 022 48867000 or send a request to Mr. Amit Vishal, DVP /Ms. Pallavi Mhatre, AVP, NSDL at evoting@nsdl.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Efsl.Shareholders@edelweissfn.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Efsl.Shareholders@edelweissfn.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

3. Alternatively Shareholder/Members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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STATEMENT CONTAINING MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS:

The following Statement pursuant to Section 102 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, sets out the material facts in respect of the Special Business mentioned in this Postal Ballot Notice dated February 10, 2026 (the Notice).

Pursuant to Regulation 24(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (the Listing Regulations), a listed company shall not dispose of its shareholding (either on its own or together with its subsidiaries) held in a material subsidiary resulting in reduction of its overall shareholding to less than or equal to 50% or cease to exercise control over the material subsidiary without the approval of the shareholders by means of a Special Resolution. As per the Listing Regulations, a material subsidiary means a subsidiary whose turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding financial year.

The Company along with its wholly owned subsidiaries namely Edel Finance Company Limited (EFCL) and Edelweiss Rural & Corporate Services Limited (ERCSL) currently hold the entire shareholding of Nido Home Finance Limited (Nido). As per the provisions of the Listing Regulations, Nido is a material subsidiary of the Company. During the financial year ended March 31, 2025, the turnover of Nido was 520.63 crores and net worth was 828.20 crores (representing 5.47% and 13.99% of the Company’s consolidated turnover and net worth, respectively). Nido is registered with the Reserve Bank of India as housing finance company and is engaged in the business of providing loans to its customers.

In line with the Company’s stated objectives to reduce debt and to further create value in the business, the Board of Directors of the Company at its Meeting held on February 10, 2026, had subject to the approval of the Members and receipt of necessary approvals including approval of the Reserve Bank of India, approved the proposal for disposal by way of sale/transfer 3,12,07,500 equity shares of 10 each (representing 45% of the total paid-up equity share capital) held by the Company and its wholly owned subsidiaries namely ERCSL and EFCL (collectively referred to as the Sellers) in Nido to CA Sardo Investments (an affiliate of The Carlyle Group) and Salisbury Investments Private Limited (an investment vehicle of Mr. Aditya Puri and his family) (collectively referred to as the Buyers) for a consideration of 602,30,47,500 at a price of ` 193 per Share and on other terms and conditions set forth in the agreements/ documents executed between the Sellers and the Buyers (the Transaction). The equity shares would be disposed off by the Sellers as under: -

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Sellers No. of equity shares to be sold Consideration ( ` )
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Sellers	No. of equity shares to be sold	Consideration (`)
Edelweiss Financial Services Limited	100	19,300
Edel Finance CompanyLimited	100	19,300
Edelweiss Rural & Corporate Services Limited	3,12,07,300	602,30,08,900
Total	3,12,07,500	602,30,47,500

As a part of the Transaction, Nido will also be issuing equity shares and convertible warrants to the Buyers as under: -

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Names No. of equity shares to be issued No. of warrants to be issued
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Names	No. of equity shares to be issued	No. of warrants to be issued
CA Sardo Investments	2,57,21,891	5,14,43,782
SalisburyInvestments Private Limited	1,84,845	3,69,690
Total	2,59,06,736	5,18,13,472

The equity shares are being issued by Nido to the Buyers at 193 per equity share of 10 each and the warrants will be issued at ` 193 per warrant. Each warrant will entitle the holder to apply for 1 equity share of Nido and that 25% of the warrant issue price shall be payable at the time of subscription of the warrants and the remaining 75% at the time of conversion of the warrants into equity shares.

Consequent to the sale of equity shares by the Sellers and the allotment of the equity shares by Nido, Nido will cease to be a subsidiary of the Company and the Company will not be exercising control over Nido. Upon completion of sale, allotment of equity shares and conversion of the warrants into equity shares, the Buyers will hold approximately 73% of the shareholding of Nido on a fully diluted basis.

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Therefore, as per the provisions of the Listing Regulations, it would be necessary to obtain the approval of the Members of the Company by a Special Resolution for disposal of shares and ceding control over Nido, a material subsidiary.

The Buyers are neither related parties nor they are related to the Promoters of the Company. The Transaction is not a related party transaction.

The Board of Directors recommend passing of the Special Resolution as set out in the Notice.

None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, directly or indirectly, concerned or interested, financially or otherwise, in this item of business. Mr. Rashesh Shah, Mr. Venkatchalam Ramaswamy, Ms. Vidya Shah, the Directors of the Company are also the Promoters of the Company and along with their relatives and the entities in which they are interested as Members/Directors/Designated Partners hold shares in the Company. Mr. C. Balagopal, an Independent Director and other Key Managerial Personnel are also Members of the Company.

For and on behalf of the Board of Directors of Edelweiss Financial Services Limited

Sd/Tarun Khurana Company Secretary Membership No. A12344

Registered Office:

Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098. Email: efsl.shareholders@edelweissfn.com Website: www.edelweissfn.com

Date: February 10, 2026

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